Spidey Meets the X-Men
by xchrispx
Summary: After the loss of everyone he loved to one of his greatest enemies, the guilt pushes 16 year old Peter Parker to put all his focus on being Spider-man with little concern for his own safety. Will the X-Men be able to help him get over the guilt and move on. Will he meet someone that will stand by his side no matter what?
1. Chapter 1

**Spidey meets the X-men**

**Summary**: After the loss of everyone he loved to one of his greatest enemies. The guilt pushes 16 year old peter parker to put all his focus on being Spider-man with little concern for his own safety. Will the X-Men be able to help him get over the guilt and move on and will peter be able to do something he never thought he'd be able to do again? Fall in love.

10 months it's been 10 month since Peter Parker lost everyone he loved. Aunt may the women who raised him like her own child. Harry Osborn his best friend. And Mary Jane the girl he loved. All of them gone in one horrible night.

**Disclaimer: I own nothing.**

**Flashback**

Laughter and smiles filled the Parker house hold as they were celebrating the 16th birthday of Peter Parker. Of course the only people there his aunt, harry , and m.j but that was more then enough for him. They were about to cut the cake when his spider sense started flaring like never before he was about to make his way to the front door to see the cause of this. When he heard a laugh that would haunt him for as long as he lived. Peter only had a second to register the laugh before he was thrown out to his backyard by an explosion that engulfed the once happy home in flames

Trying his hardest to stay conscious peter struggled to his feet. '_ How, how did he find out who I am' peter thought to himself_.' "Oh no aunt may , harry , m.j!" screamed peter as how ran into the burning house praying to God that by some miracle they survived. But he knew deep down there was no way they survived. The only reason he made it was because of his spider powers even with his powers peter feels like he can drop dead any second . He made his way to the kitchen only to find the charred remains of the people he loved. "This can't be happening this cant' be real, why , wh" before he could finish what he was saying the house started to creak ready to come down any second.

He made his way upstairs to find his costume and web shooters the only thought running through his mind was revenge. He would make Osborn pay no matter what. He found his costume, web shooters, and now his most cherished possessions a picture of him and the loved ones he lost and one of him and his uncle Ben . Barely making out his window as the house collapsed he made his way to the top of a nearby house watching as his once happy home burns to the ground " I'm so sorry aunt may, harry, m.j. Uncle Ben I failed you , you told me with great power comes great responsibility so I tried to balance my life as peter parker and my life as spider-man but that was a mistake a mistake I don't plan on making again" peter says as he starts putting his costume on. "And the first thing I'm going to do is make Osborn pay." peter says as his eyes fill with pure rage and anger as he takes off ready to make do on his promise to make his greatest enemy pay.

Or to be more accurate his greatest 3 enemies pay because thats what he is now 3 monsters in 1. First there's Norman Osborn the billionaire bastard who hunger for money and power drove him to develop the oz formula that turned him into his horrible giant green monster with the power to control fire. But of course that wasn't enough he wanted more power more control so he developed a second version of the oz one that didn't change his body but his mind. And with the help of his glider and pumpkin bombs he became the most dangerous foe he ever faced. Sure the first goblin form was the hardest one to fight but thats all it was a fight between the two of them but with the new goblin it was a game, a game that involved his loved ones, a game that he lost, a game that he would end. Peter thought to himself as he bursted through Osborn home. "Osborn!" peter screamed as he ran through the the top floor of the oscorp building that was home to the soon to be late Norman Osborn.

Flashback End

But he wasn't there he was no where to be found he searched everywhere for weeks. Any place that had Osborn name in it he searched but he was gone. And so was is chance at revenge. But he had to move past that he had a responsibility to the innocent people who couldn't protect themselves he wouldn't let anybody feel the pain of losing the ones most precious them. So that's what he did whenever he wasn't eating or sleeping he was out saving lives or fighting super villains. Which was nearly all day everyday since he no longer went to school.

For the first couple of months he lived in cheap motels with the money he earned for taking pictures for the daily bugle. But that didn't work out, the cost for the material to fix his costume and make his web fluid along with food and the few clothes he has was to much. He had to give up something but what. Food no starving to death didn't seem that smart. Clothes? Nah people would throw stuff at him. That only options left were either live on the street or stop being spider-man since he needed a costume and his webs. So he made the decision a hero would make the selfless one. For the next eight months his home was the streets, sometimes we would get lucky and find an empty apartment to stay in for a couple of nights. And tonight was one of those lucky nights. At least it was until he was woken up by the blaring police sirens. "A heros job is never finished." sighs peter as he changes into his spider-man costume taking off after the police sirens.

"And don't follow me or I'll pump you full of led" yelled a man running out of a jewelry store with a bag full of diamonds.

"Pump you full of led really? Criminals these days have no originality." says the web head looking down at the robber from the wall of the jewelry store. Just as the robber was turning to shoot spider-man he jumps off the building using one foot to kick the gun away and the other foot to kick him in the jaw knocking him out cold all in one swift spin before landing on the ground.

"Hard to believe a year ago these guys gave me a little bit of trouble. Man I've really been on top of my game lately sucks for this guy." Says the web head as he webs the robber to the wall.

" Hey you guys all right." spidey asks the clerks in the jewelry store

"Uh yeah thanks spider-man."

"No problem." '_Man I'm hungry better get something to eat._' spidey thought to himself.

**_10 minutes later_**

"Man that was good, lets see I have about $7.67 left. I need make some money and fast." said Peter as he went to pick up a quarter he a dropped in the middle of the street.

Just as he picked it up his spider sense went off warning him of a car about to run him over. He easily flipped over the car and landed on the side of a building and climbed up to the roof

"Like whoa did you guys like see that! do you think he's a mutant?" a brunette girl asked the car full of girls that nearly hit peter.

"Well he did just jump 15 feet in the air and crawled up a wall." Answered a goth looking girl with a southern accent.

"We need to go after him." A red haired girl yelled out. As a light skinned girl with long black hair jumped out of the car and started climbing the building with a pair of claws that came from both of her fists.

"Wow that was close almost died for a quarter." says peter as he let's out a breath of relief.

"That would be a stupid reason to die for." says the girl with claws coming out of her fists as she climbs up to the roof. Causing peter to snap his around.

"What the hell! How'd you get up here?" screams peter in surprise.

"Same way you did I climbed" the girl replied.

"But I mean how? Do have powers?" asked a shocked peter.

"Like we all have powers." replied a voice coming from behind peter causing him to snap his head around again. Only to see a brunette girl , and a goth girl phasing through the floor.

"What do you want with me." says peter as he gets in a stance ready to fight.

"Were not here to fight." said a voice behind the girl with claws.

Peter turns around to see to girls floating to the roof , one a red head the other another goth with short black hair with red highlights.

"Then why are you here?" says peter as he realizes that his spider sense would warn him if they were a danger.

"To talk" replies the redhead.

"Talk about what?" asks peter as he starts to relax.

"Your powers and the fact that your not alone in the world. We live in a institute for people like us. And we would like to invite you." says the redhead with a warm smile on her face.

"And what do you do at this institute?" questions a suspicious peter.

"They teach us how to control our powers and provide shelter to keep us safe." replies the redhead.

"I don't know where is this place?"

"Bayville"

'_That is kinda far from New York. But I'm sick and tired of living on the street and skipping meals_.' peter thought to himself. "Will I get a place to stay in and 3 meals a day?" asks peter

"Like yeah of course. That's all you care about?" questions the confused brunette.

"Yeah well living on the street kinda changes your priorities." replies peter.

"You live on the street?" replied the brunette with a shocked look on her face.

"Do I look like a person with access to a shower?" says peter as he looks himself up and down.

"Good point." the brunette sheepishly replied.

"I guess I'll check this place out don't really have anything else to do. I'm peter by the way."

"My name is Jean and that's kitty, rouge , wanda , and." she stopped at the girl with the claws as if not knowing what to say.

"X-23." the girl in question growled out.

"X-23? You don't have a name?" asked peter in slight shock.

"It doesn't matter. What are you doing?" question the nameless girl

"Thinking." replied peter with a hand on his chin.

"Like about what?" asked kitty

"Laura!" peter says surprising the others. "I shall call you Laura." peter says with a big grin on his face.

To the surprise of the 4 girls the newly named laura didn't protest like she did the other times someone tried to name her. She just shrugged her shoulders trying to hide the very, very small smile on her face. ' _Why am I smiling I should be yelling at him to mind his own business and that he doesn't know what I've been through_._ But his eyes , he smiles but that's just a mask to hide a great pain_.' she was taken out of her thoughts as jean started saying

"We should get going back to the institute so you can meet the professor."

"The professor?" question peter

"Yeah he founded the institute he's really nice I'm sure he'll be glad to meet you." explained jean as they made their way down the fire escape.

"Okay. um.. it's been a while since I been in school but by my calculations were 1 to many for this car." says peter using his best teacher voice.

"Oh crap he's right. What are we going to do?" asks rouge.

"Don't worry about it , rouge you could just sit in the front with kitty, peter can sit in the back with wanda and x..." jean started to say X-23 only to be interrupted half way by a cough from peter. "Sorry I mean laura." jean says with a small smile on her face at the sound of the once very feral and angry girls new name.

'_She's made a lot of progress since she came to the institute , maybe accepting her new name_ _is_ _her way of moving forwar_d.' jean thought as she started the car

"So what can you girls do?"asks a curious peter.

'_Well I have telepathic and telekinetic powers'_ says a voice in peters head.

"Whoa what the hell was that!" yelled a startled peter looking in every direction. Causing jean , kitty and , rouge to start giggling and wanda and laura to smirk since they weren't the type to show to much emotion.

"Sorry that was me I just love the reaction I get from doing that." said the read headed mind reader.

'_Crap that scared me more then that time I ran out of web fluid mid swing and fell 20 stories_.' peter thought to himself and was also heard by an eavesdropping jean who wondered what he was talking about.

"So heart attack aside , what can the rest of you do?" asks peter.

"Well I can phase through things." replies kitty as she demonstrates.

"I can absorb memories , life force and powers through skin contact." says rouge with a sad look on her face.

Peter seeing the look on her face decided to try to steer the conversation away from her.

"So what can you 2 do?" he turns and asks the girls seated next to him who just stare at him with no intentions of answering his question. "I'm not going to keep asking until you tell me soooooo." says peter with a big grin on his face.

Wanda was the first one to cave as she lets out a sigh and starts to explain "Basically I have hex powers that allow me to mess with objects or other mutants powers and abilities."

Next was laura she tried her hardest to resist peters smile but failed so she explains her healing powers and adamantium covered bones and claws as she hid the small blush threatening to cover her cheeks but not before it was noticed by jean.

"Wow talk about girl power you girls can kick some serious ass you know that."

"Yeah probably so what powers do you have other then climbing on walls?" asked wanda which sorta surprised her but for some reason she liked him he was funny.

Peter thought of what to say he didn't want them to know he was spider-man. No that would only lead to trouble.

"Just that and strength and agility nothing special." he said trying to downplay his powers. But for some reason they kept staring at him. "That's it I swear."

"No it's not that it's just" rouge said not really sure how to ask the question or if she should.

"You want to know how I ended up on the street." peter said knowingly they would ask that question. He lets out a sigh letting them know that he was about to answer the question they all were wanted answered. Even laura seemed interested which surprised peter since she looked annoyed with him the whole time. "My parents died in a plane crash nearly a year ago and I didn't have any other family to stay with. And I didn't want to go to a foster home so I just ran." Peter decided to not tell them about his aunt and uncle it was easier that way.

'_He's hiding something_.' laura thought to herself as the car fell into an awkward silence

Kitty turned around to ask peter a question only to find him fast asleep.

"Poor guy he must be exhausted." sighed kitty

"Yeah. Listen girls he lost his parents and been living on the streets for a long time , that's gotta mess with his head a little. So we gotta look after him okay." said jean in a voice that left no room for discussion.

And smiled as she saw them all nod their head in agreement. They all liked the guy they thought he was funny , charming and a little cute. To bad for them they didn't know what they were getting themselves into taking on the responsibility of helping peter adjust to his new life. To say past events messed with his head a little was an understatement. His problems ranged from extreme guilt he felt for the lose of his loved ones to the innocent people he couldn't save. Always blaming himself when something bad happens thinking he could've prevented it somehow placing the weight of the world on his shoulders. To having nightmares every night from watching his loved ones die to hearing the sick laugh of the green goblin that he would one day shut up for good. And he happened to be having 1 on the ride to the institute. Luckily it wasn't rough one so it didn't cause to much suspicion but it made the girls look at him with concern seeing him toss and turn lightly.

**30 minutes later**

" Peter wake up were here."


	2. Chapter 2

**Disclaimer: I own nothing**.

Wanda went to shake peter to wake him up only to have Peter forcefully grab her wrist. If Peter learned one thing over the past year it was to never let his guard down because when you do that's when bad things happen. He seen a lot of things that would made most people sick ranging from rape, murder, and serial killers. He's seen it all and unfortunately for him these things weigh on your mind if you don't work through them properly and that's 1 thing Peter doesn't do he just keeps on adding more and more baggage that is tearing him up inside. Finally realizing where he was he let go of Wanda's wrist apologizing for hurting her. But this little incident gave them a glimpse of the problems they suspected peter had.

"Whoa this place his huge! You girls live here?" asks an amazed Peter

"You could to if you want, we would be glad to have you." replied Jean with a warm smile that only a sister would give to her little brother.

The girls introduced Peter to Professor Xavier and they talked about the institute from the game room to the danger room and his dream of a world where mutants and humans could live together in peace. He also told peter about magneto and his plan to kill all humans. Which made peter sick '_Magneto huh. I'll keep an eye out for him and his followers_' thought Peter to himself. Peter told him how he got his powers and the story he told the girls how ended up on the street. Then the professor took him to the living room where everyone from the adults to X-men to the younger students were waiting to meet him. Walking in and seeing all these people peter instantly tensed up and everyone noticed this. So they tried to give him his space and make him feel more comfortable. After a couple of minutes peter relaxed only a little but enough to make jokes until he noticed someone was missing

"Where's Laura?" Peter asks looking around the living room.

"Who?" They ask looking at him as if he's crazy.

"Like duh we forget to tell you guys Laura is X-23 new name!" Kitty exclaims with a huge smile on her face.

"Are you serious? I can't believe it." says a shocked Kurt with his thick German accent.

"Why's that?" asked a confused Peter

"Last time somebody tried to give her a name she threaten to throw them out the window." replied a slightly nervous Evan after remembering the incident.

"Yeah but that was like 3 months ago she totally worked on her anger issues since then." responded Kitty

"Out the window really? I mean she didn't seem like the type to bake cookies or something but she didn't seem that bad. I like her."

"Maybe like that's it maybe she likes you." replied a giggling Kitty.

Which caused Peter to blush a little. After a few more minutes the professor asked if anyone would wanted to show peter to his room and the girls minus Laura volunteered.

"So here's your room, we requested to have your room next to ours hope you don't mind?" asked Jean.

"No not really. But why?" questioned a slightly happy but confused Peter.

"Well we saw how tense you were back with the others. And we didn't want you feel uncomfortable this is your home now you should feel comfortable." answered Jean.

" Uh.. you noticed that huh?"

"Kind of hard not too, you look like someone was gonna attack you or something." rouge said

"You learn not to trust people when your on the street if you do you'll regret it." answers Peter with a stoic look on his face.

"Sounds like your talking from experience, care to share?" asked a now interested Wanda.

Peter sighed as walked in his new room and left the door open as a sign for them to follow him in. They closed the door behind them as Peter flopped on his bed.

"There are more dangers living on the street then people realize. There are dirty cops that beat the crap out of you because they can. You have to watch out for other homeless people attacking you. Gotta find a place to sleep so you don't freeze to death or get stabbed in your sleep. You also gotta worry about people kidnapping you and selling you as a slave. You let your guard down and that can be it for you. There's also days where you wonder if it's with it. Your always wondering am I gonna starve to death am I gonna find a place to sleep is that cut gonna get infected and kill me, it was tiring now that I think about it." peter said with a smile trying to show them he was fine.

To say the girls were shocked was an understatement they knew he went through a lot but hearing him describe it just made it seem more real. They knew that his smile was just a mask to cover up what he was really feeling, they had their work cut out for them.

"Alright enough of me feeling sorry for myself. How about you show me around this place." said Peter

"It's not feeling sorry for yourself, and it's good to talk about it, it helps you work through things, the professor helped me through my problems." quickly replied Rouge.

"Thank you Rouge but I'm fine. Now come on I'm getting hungry." responded Peter as he walked out his room to find Laura leaning against the wall next to his door.

"I was wondering where you were. You could've came in you know."

"I did not want to disturb you." Laura said plainly.

"Ah Laura can never disturb me." said Peter with a smile on his face which caused her to blush again

"Come on lets get some lunch." Peter said as he put his arm around her shoulder causing her to blush again and look to the side as they went downstairs forgetting about the other girls. Who watched the 2 walk away with surprised looks on their faces

"Did I just see what I thought I saw?" asked Rouge.

"I think so, I just can't like believe it. Laura blushing just seems impossible I was just teasing Peter about her liking him." replied Kitty.

"I did notice her blushing on the car ride her when he was asking about her abilities." said Jean

"Wow are little Laura is growing." kitty said while walking to her room.

* * *

><p><strong>Later that day<strong>

Wanda was walking to the bathroom to take a shower because it was to much trouble trying to take one in the morning with everyone lined up telling you to hurry up. As she reached for the door handle it opened showing a half naked Peter with only a towel around his waist. She couldn't help but blush as she noticed water droplets falling down his body. She blushed even more seeing his well defined muscles which caused her to look away not noticing the scars on his body.

"Oh hey Wanda." greeted Peter as he walked past her not noticing the blush that rarely graced the goths face.

"H-hey." Wanda responded sheepishly as she shut the door as he left

Peter made his way downstairs to get his clothes out of the washer as they were the only ones he had. As he walked down the stairs he greeted Tabitha and Amara as he passed them by. And they just stared at him with the mouths slightly opened as he walked past them

"Whoa and I thought the guys on the X-men had nice bodies but they got nothing on Peter." said Tabitha as she was the first to wake from here daze

"Yeah you got that right." agreed Amara still somewhat in her daze.

Just then a sly smile formed on Tabitha's face as she grabbed Amara by her arm dragging her up the stairs.

"Pool party tomorrow spread the word." was all that Amara needed to hear to know that the pool party was just an excuse to see Peter with his shirt off again not that she was complaining. So they took off to tell the rest of the mansion.

Peter got to his room and laid down on his bed thinking of the past day that changed his life. He was no longer on the street no longer cold and hungry. He was in his own room warm and full a first time in a long time. Then his mind drifted to the people that found him. He couldn't help but smile they were nice and warm to him well at least Jean and Kitty were. It's not that Rouge, Wanda, and Laura were rude to him they're just not the type to show so much emotion in fact from what he seen today they treated him better then everybody else. '_Wow I can't believe I didn't notice it before but man they were for a lack of a better word hot. Jean has that mature older girl feel. Kitty on the other hand is more of the party girl type you would think she was a bimbo by the way she talked. Boy was I wrong she's smart almost as smart as me. Let's not forget the goths Rouge and Wanda they have that look that tells you not to mess with them, although they're nicer then they let on. And there's Laura, now the other girls are cute in their own way even Rouge and Wanda but Laura was cute, beautiful, and sexy. I mean she's tall has long black hair and light skin. And her body would give Black cat a run for her money_. (**I decided to go with x-23 from the comics instead of the show**.)_ Huh wonder what happened to Felicia_?' Peter thought to himself only to be interrupted by the spider in him the responsible side of him _'What are you doing Pete_? _You know you can't let anybody get close to you. That will just distract you from your responsibilities and cause you pain in the end_.' '_But Aunt May did raise you to be polite and respectful to women and I owe them a lot_.' Peter the side that wants a life outside of Spider-man responded. Peter sighed

"Aunt May what do I do?" Peter asks as he takes out a picture of him, Aunt May, Harry, and M.J. As he looks at the picture his eyes starts to water it's been almost a year but the pain and guilt was still fresh. Before he broke down he quickly got up and went to his closet and got his suit and put it on. That was on bad habit Peter picked up he would look at the pictures and use the guilt to motive him

"I won't let you down again Uncle Ben, I promise." Spider-man said as he jumped out his window an ran into the woods that surrounded the mansion.

At the same time Laura was coming back from her "security checks". She would wake up multiple times at night to make sure everything was okay. She was headed back to her room when she heard Peter talking. She found it strange that he was up. She thought by how tired he looked today he would be asleep already. '_Who is he talking to? Is it kitty? They were awfully friendly today_.' The thought of them in his room together alone at night infuriated her. So she quickly opened his door only to find an empty room with an open window. '_I knew he was hiding something. I wonder what it is? And why was I so mad over the thought of Kitty being in his room_?' Laura thought to herself as she left his room making sure she closed the door behind her. And went to her room she shared with Wanda to go to sleep. Which wasn't easy as she kept wondering what Peter was hiding. But she wanted to respect Peter's privacy.

Peter was crouching on corner of a sky scraper looking down on the city he already stopped 3 muggings, 5 robberies, and 2 rape attempts. He was about to call it a night when he saw what look like a giant bird flying.

"There's something you don't see every day(pauses for a second) almost everyday, but not eeevveryday." Spidey says as he shoots out a web.

"Gobble gobble gobble." Spidey says as he swings beside the bird.

"What?" asks the bird a little startled and really angry.

"Just trying to speak you language Foster Farms." answered Spider-man.

"I am the Vulture you insect!"

"Actually it's arachnid but you don't see me getting all bent out of shape."

But by then the Vulture had enough he dove into Spider-man trying to cut him in half.

Spider sense

Spidey screamed through clenched teeth in pain as he was cut across the chest barely avoiding a fatal blow. As Spidey went to shoot out another web when his spider sense went off again before he could react he saw 3 small metal spheres flying at him and explode. Sending him flying through a window. Spider-man was coughing while struggling to get to his feet

"Shake it off web-head you faced bigger badder guys then him. You can't afford to let Uncle Ben down again."

And at that the image of Uncle Ben with a disappointed look on his gave him all the motivation he needed. He jumped out the window and started chasing after the Vulture. He hurt all over but pushed passed it. Once he got close enough he shot web that landed right on the Vultures back

"Look pa I caught me a big one!" Yelled spidey using his best country accent.

"I have had enough of you!" Vulture screamed as he took a sharp turn sending Spider-man straight into the corner of a building at 60 mph. But he didn't let go of his web

"I...think...that...cracked...a...few...ribs." Spider-man said through gasps for air. "O crap not again."

He said as the Vulture flew by a building making quick turn so Spider-man smacked into it, he gasped for air right before the same thing happened on the building across the street. The Vulture did this over and over again leaving a trail of buildings with cracked windows in his wake trying to lose the Web-head. Deciding to finish off Spider-man the Vulture dove straight down to the street. Spidey waited for the right moment and pulled on the webline he was holding onto sending him flying at the diving Vulture. Tackling him into the hood of a car. Spider-man groaned as he rolled off the Vulture and fell on to the street struggling to get to his feet.

Spider sense

He turned around expecting to see the Vulture but saw a dented car with 2 of his bombs laying on top of it. He was about to jump away from the car when he saw a little girl standing by the opposite side of the car on the sidewalk. '_Please let me make it_!' He thought to to himself as he jumped over the car and shielded the girl with his body just as the bombs went off causing the car to explode and make the blast even stronger. The blast sent Spidey flying towards a wall at a great speed but he was able turn in the air and use his body to shield the girl from the impact that would surely kill any person without powers.

"You okay kid?" Spider-man asked through moans of pain. '_My back is killing me_!'

"Y-yes mister Spider-man." said the frightened girl

"Thank you! Thank you so much I don't what I'd do if I lost my little girl she's my world!" Screamed her mother as she hugged the girl not wanting to let her go.

"No problem." replied Spider-man with a pained voice as he got up and shot a web a took of after the Vulture.

Luckily for him he was able to place a tracer on him earlier. Spidey turned the corner as fast as he could tackling the Vulture through a window. He went to punch the Vulture when his spider sense went off causing him to jump back barely dodging his razor sharp wings. But that gave him enough time to attack throwing 2 spheres at Spider-man. But theses weren't explosives 1 was a flash grenade and the other was a concussion grenade blinding and disorientating Spidey. As the Vulture flew out the building he grabbed Spider-man by his shoulders causing Peter to scream in pain as the sharp talons dug into his shoulders causing blood to ooze out. The Vulture flew about 10 stories above a building and threw Spider-man at a great speed at the roof of it. Due to the grenades Spidey couldn't save himself as he slammed onto the roof causing him to scream in pain. After a few minute he started to get up as the effects of the grenades started to wear off.

Spider sense

Spider-man turned his head to see the Vulture flew towards him with his arms crossed in front of him so his wings were sticking out.

Starting to run across the roof "Hey how do fly like that? Not going answer me? How rude!" He screams as he dives of the roof the building narrowly avoiding being decapitated.

'_All right time to end this_.' spidey thought to himself. Before the Vulture knew what happened two webs were sticking to his chest followed by Spider-man with his feet together kicking him in the face causing his head to snap up and launching Spider-man above him. Spidey then clutched his hands together and hit him on the bottom of his chin. Using the momentum of the swing to flip forward and deliver another kick sending him flying at a downward angle towards the side of the building. Turning so he was facing upwards Spider-man shot 2 webs at the wall pulling himself towards the Vulture feet first slamming him into the wall causing his suit to crack. But he wasn't done yet using his feet to stay connected spidey leaned back so he started to fall head first bringing the Vulture with him. Just before he was going to crash onto a car he flipped causing the Vulture to land on the car with Spider-man on his chest making his suit to break apart. Spider-man ripped the rest of the suit off of the Vulture and webbed him to the wall. He took off as soon as he heard the police sirens since they had a tendency to try to arrest and shoot him. As soon as he landed on the bus headed towards Bayville spidey collapsed breathing and panting heavily trying to stay conscious.

"Pull it together Pete just keep it together for a little longer and you can pass out on a nice warm bed. After I stitch up these wounds of course." he groaned to himself.

He hated stitching himself up he wasn't bad at it since he was used to fixing his costume up all the time. He groaned again.

"Crap! I forgot about my costume." he looked at himself inspecting the damage. "Might be easier to make another one."

* * *

><p><strong>40 minutes later<strong>

Spider-man jumped over the wall and limped through the woods that surrounded the institute making sure he didn't trip any alarms he heard about earlier. As he limped through the space between the mansion and the woods he hoped no one was up. He didn't notice Laura watching him through the hallway window on her 3rd "security check" of the night. She ran towards his door and listened as he came through his window.

Sniff sniff sniff

_'Blood.'_ Laura quickly opened his door with a worried face.

Peter quickly jumped into his bed and covered himself with the covers when he heard his door open. He looked up to see Laura with a worried look on her face.

"Laura are you okay?" asked a concerned Peter

"I smell blood." she responded with her eyes staring daggers at him.

"Oh yeah, I fell while I was out running." said a nervous Peter. _'Damn I forgot about her nose.'_

"Awful lot of blood from a fall." said Laura as she took another sniff.

"Well it was a pretty bad fall." Peter was never a good liar.

"You always run this early."

At that Peter turned to the digital alarm clock by his bed seeing it was 5:23 in the morning. '_Man I'm not getting any sleep tonight. I mean this morning aahhh what does it matter._'

"I'm sorry I worried you laura but I'm really tired." That made Laura blush a little

"I was not worried I was just suspicious that is all." she replied as she turned around hiding her face and left.

Peter sighed as he waited a few minutes before he got and put what was left of his costume in the back of his closet as he reached down and pulled out a metal box with blue and red material. He pulled out a bottle of rubbing alcohal, needle, and silk string. '_Gonna be a long night, I mean day._'

* * *

><p><strong>I would like to thank all the people who read and reviewed my story. I'm glad you enjoyed my story. Also if you have any suggestions for a story arc feel free to tell me. I really want to make this a long story. I'm thinking of making sequels, 1 when he's in college and the other after college. So I can use all the arcs I can get.<strong>


	3. Chapter 3

Peter groaned as his alarm clock woke him up he went to shut it off to see it was 7:00 am.

"Come on! Are kidding me 7 o clock!"

"Pete you up?" asked Rouge knocking on his door.

"Come in." Peter responded as he covered his face with his pillow.

"Breakfast is ready you better hurry before everyone else gets there." Rouge said standing in his doorway.

"Why is that?" questioned Peter as removed the pillow from his face.

"You'll see if you take any longer." answered the goth as a small smirk appeared on her face as she closed his door and left.

As Peter stood up he was met with burning pain from his shoulders, back, and ribs. Peter groaned as he struggled to take off his shirt to inspect his stitches. They weren't pretty but they got the job done. Taking a deep breath Peter had to make sure nobody noticed he was in pain. He didn't want anybody to ask questions or worry the girls. '_Gonna be a long day_.' He put on his shirt and made his way to the kitchen only to see a feeding frenzy. They were pushing, shoving, and some were using their powers to get to the food.

"Should've listened." smirked Rouge as she went to sit with the other girls. (**the girls are Jean, Kitty, Rouge, Wanda, and Laura**)

Peter deciding he had no chance getting food without using his powers so he jumped on the ceiling and went to work.

* * *

><p><strong>5 minutes later<strong>

Everybody sat there and watched as they saw Peter finish his breakfast. Which consisted of 2 bowls of cereal, a full plate of eggs, 4 pancakes, and 5 pieces of bacon.

"For a little guy you sure can eat." Rouge said ending the silence which caused Peter eye to twitch at the word little. Yes Peter was short for his age in fact some of the girls were taller than him. Laura, Wanda, and Jean to name a few and he was about Kitty's height.

'_Keep it together Pete maybe if you act like it doesn't bother you they'll leave it alone_.'

Laura had a smirk on her face noticing his discomfort being called short.

"Yeah well because of my powers I have an extremely high metabolism." Peter explained in between yawns.

"So how did it feel it to sleep in your own room like for once?" asked a beaming Kitty.

"Good, I mean it beats staying in abandoned warehouse with 2 drug addicts and a homeless guy who won't stop touching himself... it was snowing." answered Peter as he finished his water which caused him to miss their reactions. Which ranged from pity, disgust, and concern. Jean was about to say something only to be interrupted by Evan running into the kitchen.

"Spider-man is on the news guys!"

Which was all they needed to hear as they all all headed to the living room. Peter gritted his teeth in pain as Kurt put his arm around his shoulder as they walked towards the living room. And of course it didn't go unnoticed by Laura who narrowed her eyes at him as he walked by her. Peter looked at the tv only to see the beginning of his fight with the Vulture. '_Damn I can't believe I didn't notice that news chopper following us_.' Peter thought to himself.

"Why is Spider-man on the news?" asked a confused Peter

"Spider-mans always on the news especially when his in a fight. Where have you been?" replied Evan

"Hi I'm formally homeless Peter Parker, nice to meet you." he said with a smile on his face while holding out his hand.

"Oh yeah sorry." Evan apologized nervously as he was receiving glares from the girls.

"Don't worry about it, anyways back to Spider-man why is he on the news?"

"He swings on webs, climbs walls, and fights crime why wouldn't be on the news." replied Kurt not taking his eyes away from the fight.

"Ooooooooooo!" everyone said in unison as Spider-man crashed into the corner of the building. Which caused Peter to subconsciously reach for his ribs and luckily for him it went unnoticed by Laura.

"Uh oh that can't be good!" blurted out Bobby as the Vulture began to dive.

"Come on spidey make a move." cheered Evan just before Spider-man pulled on his web and used the momentum to tackle the Vulture onto a car. "Whoa what a move, I knew he had something up his sleeve."

"Wait look he's getting back up." pointed out Kurt as the Vulture flew away while spideys back was turned.

They all watched in confusion as Spider-man jumped over the car and wrapped his arms around a little girl until the car exploded. They all watched with in horror waiting for the smoke to clear.

"What just happened?" asked Evan

"He just saved that little girls life is what happened." replied Scott staring at Evan.

"Ok ok I get it you were right."

"Right about what?" questioned a confused Peter.

"Evan thought it would be cool to played hero. I told him being a hero isn't as easy he thinks, lives are at stake as we just saw." explained Scott.

"Why don't you guys use your powers to help people?" asked Peter

"It's not that we don't want help people it's just the professor doesn't think the public is ready to know we exist. He's worried that they might hate and fear us so we try to stay out of the public eye." answered Scott.

"That makes sense and it doesn't really help having nut jobs like that running around." Peter pointed at the tv which showed Spider-man trying to catch up to the Vulture.

"Hey like Spider-man is nothing like that bird freak." defended Kitty.

"Not what the Daily Bugle thinks." responded Peter

"Ugh don't even mention that name here." demanded Rouge.

"You guys really like Spider-man don't you."

"Well he's shows that not all mutants are a threat. And that us mutants can make a difference, I guess you can say he gives us hope." explained Jean.

Peter couldn't help but smile at the thought that he was giving his friends hope. He was taken out of his thoughts at the sound of cheers as the Vulture was tackled through a window. _'What is this a freaking movie for them_.' The news chopper zoomed in as the Vulture flew out holding Spider-man with it's sharp talons covered in Spider-mans blood. Laura eyes widened as she saw this she then remembered the way Peter reacted when Kurt put his arm around his shoulder. Peter noticed Laura staring at him but didn't turn to meet her gaze.

'_Why the hell is she staring at me like that_?' Peter thought to himself nervously to only be taken out of his thoughts again.

"That's like gonna leave a mark." Kitty said as Spider-man was thrown onto the roof of a building.

"Turn around!" everyone yelled as if they were watching a movie. And to their relief Spider-man saw the Vulture coming at him and ran across the roof and jumped off. And before anyone could say anything Spider-man unleashed a brutal attack that took only a few seconds but ended the fight.

"Whoa what a move did you guys see that, amazing." commented Kurt as everyone else nodded in agreement.

"Damn if we don't hurry were all gonna be late for school." interrupted Scott which caused everyone to groan as they got up and went to the garage. As they were leaving Peter noticed Jean giving him a concerned look which he could only assume that she was worried about leaving him alone. So he gave her a reassuring smile to let her know he'll be fine. And before he knew it he was standing in the living room all by himself

"Well might as well get some sleep."

Peter laid on his bed thinking about the reason Laura was staring at him earlier. '_Don't tell me she already knows it's only been a day! Got to be more careful next time can't let them figure it out. Or can I mean they seem to really like Spider-man hell they might even look up to him maybe I could_-.' _'What are you thinking of course you can't tell them, you heard them the professor wants to keep the existence of mutants a secret. You really think that let you run around whenever you feel like it? No of course not they gonna make you give up being Spider-man and that is** not** an option_.' the Spider interrupted.

Peter sighed he knew he couldn't take the risk which meant he would have to do a better job of hiding his "extracurricular activities." That was the last thought he had before he fell asleep.

* * *

><p><strong>1 hour later<strong>

"That damn dream again." Peter mumbled as he got out of bed only to be met by pain although not as bad as it was earlier.

Peter stretched and took a deep breath '_At least it doesn't hurt to breath anymore._' He was walking down the hall when he heard a frustrated moan come from the library. He walked in to find a angry looking Wanda.

"Wanda?"

"What!" she answered with a glare that soften slightly once she saw that it was Peter.

"Uh, just wondering why your not at school with the others."

"Well that's probably because my father Magneto put me in an asylum since I wasn't able to control my powers?" Wanda spat at her words filled with venom.

"Well that sucks."

She gave him a 'are you kidding me look' at his response.

"I mean if I ever see him I'm gonna kick his ass. Better?" Peter asked which caused Wanda to smirk.

"Better."

"So your home schooled then, who teaches you?"

"Well all of the the adults except Logan."

"Who's Logan?"

"He's the one who handles most the combat training. He's kinda of a hard ass he should be returning today. "

"Sounds like fun...so how long you think it will take you to work your way to high school?"

"No idea, why? You don't want me around?" she questioned with a playful smirk.

"No actually the opposite. I assume that I'm gonna be home schooled to and I'd rather you be here then not."

"Oh." Wanda said as she looked away with a slight blush. They stood there in an awkward silence until it was interrupted by Professor Xavier calling them into his office.

As they walked in Peter noticed all the adults were there and 1 he assumed was Logan. '_Don't tell me they know, but how? Did the professor read my mind did Jean? Whoa calm down Pete they couldn't even if they wanted to thanks to your trusty spidey sense your mind can't be read. I should look into that one day_.'

"Peter I would like you to meet Logan he's one of the instructors here at the institute."

"I could be wrong but your hugger aren't you." Peter opened his arms. "Come bring it in big guy, don't be shy." Logan unsheathed his claws causing Peter to put down his arms and everyone's smiles to disappear.

"Not a people person is he." Peter leaned over whispering to Wanda.

"Ya think." she whispered back.

"So I assume that the other reason were here is to tell me you want to home school me since it's been nearly been a year since I was in school. And Wanda's here so she doesn't feel like she's having a learning buddy forced onto her."

"Learning buddy really?" Wanda asked with a raised eye brow.

"Hey you try being the comic relief in a room."

"Oh comic relief that's what you were going for?"

"I'm afraid to ask but what did you think I was going for?" Peter hesitantly asked.

"New guy that doesn't know when to stop talking." Wanda answered with a shrug.

"That hurts you know, hurts right here." Peter pointed to his heart which caused Wanda to roll her eyes with a small smile on her face slightly shaking her head.

The rest of the adults just watched the friendly banter between the 2 of them until it was interrupted by Logan.

"We'll also be testing you to see what you got."

"Well I hope whatever I have isn't contagious." replied Peter causing Logan to growl at him and the others to stifle a laugh even Wanda.

"Also I will be taking you shopping for clothes after were done here." Ororo said.

"Okay, wanna come?" Perter asked Wanda.

"Do I look like the type who likes to go shopping?"

"No but it's shopping with** me.**"

"Are trying to convince me to go or stay?"

"Ok, I just thought you were frustrated with whatever you were working on earlier and that you would rather go out and take a break maybe get a cookie." Peter then looked at Beast "I know you want cookie." Which again caused everyone to stifle a laugh and Logan to smirk.

"Fine I'll go."

"And I'll get you that cookie." Peter said with a big smile on his face which caused Wanda to roll her eyes.

"You 2 go to the car I'll be there in a minute."

After Peter and Wanda left the adults started talking.

"Peter seems to be adjusting well." Ororo said breaking the silence.

"Yes and he seems to be making progress with helping Wanda and Laura become less closed off. As you saw with Wanda and the fact that Laura accepted her new name. Which she wouldn't even let Logan give her." Xavier stated.

"I also noticed Jean, Kitty, and even Rouge seem protective of him." Beast pointed out.

"They did request putting him in a room next to theirs." Xavier informed them.

"And you did?" asked an angry Logan.

"Peter's a good kid Logan, your to protective of the girls especially Laura . They can take care of themselves." Ororo answered and Logan just glared.

"You said his last name is Parker right?" Logan questioned.

"Yes that's right. Why do you ask?" Xavier answered.

"Kid reminds me of someone."

* * *

><p><strong>2 hours later<strong>

"I'm just saying it would've looked nice on you." Peter said carrying bags full of his new clothes.

"It was pink!" Wanda yelled.

"Yeah and I think it would look nice on you. It would make it easier for people to get to know you."

"I don't want people to get to know me."

"I'm getting to know you."

"Yeah and I think I'm starting to regret it."

"Ha that means don't regret it though."

"Let's just say the more you talk about that shirt the more I regret it."

"I feel like your trying to tell me something but I just can't put my finger on it."

Wanda smirked shaking her head "Whatever I'm gonna finish my work...thanks." the last part was almost to quiet for Peter to hear.

Peter had a smile on his face that disappeared once he realized what he'd be doing for the rest of the day.

"Stupid Vulture ruining my costume. I could be sleeping right now but noooo I gotta make another costume. Stupid Vulture." Peter mumbled to himself as walked to his room.

* * *

><p><strong>4 hours later<strong>

"Finally!" Peter yelled as he finished the spider symbol on his suit. "Maybe I could get some sleep before I got out on patrol tonight."

'_Peter could you come to the gym for a momen_t.'

'_Uh sure professor._'

"I don't think I'm ever going to get use to that." Peter said to himself as he put his newly made costume in the back of his closet and left for the gym.

When he got there the adults and x-men were waiting for him. '_How long did it take me to make that costume_.' Peter thought to himself.

"This isn't some kinda weird initiation test is it?"

"No Peter we just wanna record your height and weight and test your physical attributes." Beast informed him.

"Not gonna lie was kinda looking forward to the test, oh well."

Peter stood up straight with his back into the wall.

"5'7." Beast announced.

Which received some snorts and smirks even from the girls.

"Maybe that's what you were going for the short guy." Wanda teased bringing up the conversation they had earlier with a smirk on her face.

"Very funny. This coming from the girl who can't eat a cookie with it getting all over her face." Peter responded bringing up earlier events from the mall. Which caused her to glare at him as the others looked at them with confusion all over theirs faces. All but Laura who just glared at the 2. '_They seem a lot closer then they were yesterday._' she thought to herself.

"Alright now let's get your weight."

Peter stood on the scale.

"153 pounds impressive." Beast said.

"Wow Peter didn't know you were so big boned." Evan quipped causing more stifled laughs.

"For your information its all muscle." Peter rolled up his sleeve and flexed his arm putting all the guys in the room to shame and making all of the girls blush. And Logan to growl seeing Laura's reaction. "In fact I'm probably the strongest one here."

"You think so bub?" Logan said motioning him to their next test.

The best way Peter could describe it would be a square metal platform that pushes down on you, the strength depending on the weight you input on the computer.

100

"Your joking right?" Peter asked.

200

300

400

Peter fake yawned using 1 hand to cover his face and the other to hold up the weight.

"Don't be afraid to hit the 1000s." Peter said making Logan growl again.

1000

2000

3000

4000

5000

6000

7000

8000

9000

10,000

Peter was starting to strain but he still had more in him.

"Keep going." Truthfully Peter was also curious to see the limit of his strength.

11,000

12,000

13,000

14,000

Now Peter was on 1 knee struggling to keep it up.

"All right I'm shutting it down."

"No wait I can do this!" Peter yelled in a strained voice.

"Peter that's enough your gonna hurt yourself." Jean said with a concerned voice.

Peter took some quick sharp breathes before he yelled as he got off his knee lifting the platform all the way up. Everyone looked in awe as Logan shut the machine off.

"You just lifted 7 tons that's crazy!" Kurt exclaimed while the others just looked shocked at how the shortest person in the room completely blew Logan and beasts records out the water.

"All right what's next." asked a heavy breathing Peter.

"Well all that's left is to check your speed but we can do that later." Beast explained

"That's ok I recover fast just give me a second."

Peter stepped on the treadmill and started out at 10 mph

"Too easy."

20 mph

30 mph

35 mph

Peter max speed was 35 mph and he was able to keep it up for a good 3 minutes.

"Very impressive that will be all for the today." Beast dismissed them.

"So Logan what do you think." asked Xavier.

Logan growled "The kid is a freaking machine. Physically he could dominate anyone here. All he needs is combat experience and he could be one of if not the top student here."

* * *

><p>"That was amazing man I wish I could do that." exclaimed Evan.<p>

"Awww it was nothing." Peter faked shyness.

"He's right having all that strength in that little body is quite amazing." Laura added with a smirk knowing that short jokes get to him. Everyone stopped immediately and just watched as the 2 kept walking not noticing they were alone.

"D-did Laura just tell a joke?" Scott asked not believing his ears.

"I-I think so." answered Kurt.

"Like first she blushes and now this." Kitty immediately covered her mouth hoping nobody heard what she said.

Everyone was staring at her the guys in disbelief and the girls shocked that she would be dumb enough to say that.

"Please don't tell anybody I said that she'll kill me."

* * *

><p>"He's right having all that strength in that little body is quite amazing." Laura added with a smirk knowing that short jokes get to him.<p>

Peter knew she was trying to get a reaction out of him so he decided to take a different approach.

"Oh was that a joke? I do believe I'm rubbing off on you."

"If you say so."

"I heard there's a pool party today is that true?"

Laura snorted "More like an excuse for the girls to see the guys with their shirts off. And the guys to see the girls in swim suits. I'm sure you'll enjoy yourself."

"Very funny. Actually I'm going to sleep that little workout took more out of me then I thought. '_That and showing the scars I got from a fight you all watched this morning wouldn't be the smartest way of hiding my night life'_. "I'll see ya."

Peter walked up the stairs not noticing Laura glaring at him not buying his lie. Peter walked in his room and set the alarm for 11:00 pm.

"Time to get some sleep before I have to punch in."

11:00

Peter got up and stretched this not feeling any pain. "Man I feel good hard believe I got blown up yesterday or this morning, whatever."

Peter went to his closet and took out his newly made costume. "Heigh ho heigh ho it's off to work I go." Peter said to himself as he put on his mask and jumped out the window.


	4. Chapter 4

Unfortunately for Peter he wasn't the only one who was awoken by his alarm thanks to her super-humanly acute senses Laura was awake. She knocked on Peter's when he didn't answer she opened the door to once again find an empty room. '_Damn it Peter what are doing and why do I care so much_?' Laura thought to herself as she went on 1 of her security checks.

* * *

><p>Spider-man was swinging high over the streets of New York when he heard police sirens. He looked down and saw a police cruiser chasing a car so he let go of his web and started free falling listening to the wind rush around him. Shooting out another web-line Spider-man let go of it at the lowest point of the swing sending flying feet first into the back window of the car. Landing him in middle of the back seat.<p>

"Nice car you have here,well except for the busted window. You should really get that fixed." Spider-man said as he leaned back making himself comfortable only for a second before he elbowed the 2 thugs sitting beside him. He then threw a left hook taking out the 1 sitting the passenger seat then webbed the drivers hands to the steering wheel then webbed the brakes down. Causing the car to stop he then jumped out the car and started to swing to swing away before the police started shooting at him only to hear the cop calling him back. He hesitated for a moment then realized his spider sense wasn't warning of danger, so he landed on a light post and starting talking the officer.

"Yes officer?"

"Detective Dewolff wants to talk to you, she said meet her at the usual place."

That brought a smile to Spider-man he liked Dewolff she was 1 of the few cops that didn't believe that he was a criminal. They would occasionally work together on some of her more colorful cases that were up more Spider-man's alley.

* * *

><p><strong>5 minutes later<strong>

Spider-man landed on a water tower on top of a apartment building. "Long time no see detective de."

"No offense but I wish it was longer it seems whenever we meet bodies are dropping left and right." Dewolff replied as he jumped off the water tower and landed in front of her.

"I know what you mean, the better we do our jobs the less we see each other. So what is it this time?"

She hands him manilla folder "We've been getting dozen of mutilated bodies or what's left of them in the last 2 weeks."

Spider-man opened the folder and looked at the pictures of the mutilations. "Whatever did this isn't human or at least a normal 1. And it's not like New York has wildlife capable of doing this running around."

"Exactly what I thought. That's why your here I was hoping you might have an idea of what this is."

"Sorry this is the first I heard of this."

A second later Dewolff's phone rang. "Dewolff... I'm on my way. We got another 1."

Dewolff arrived at the crime scene which was by a sewer entrance she waited for everyone to leave then she called for Spider-man who popped out of no where. When Spider-man saw the body or what was left of it he was surprised that he could look at such a sight and not even flinch. The first time he seen something like this he was throwing up all night. '_Have I really changed that much_?'

Man did Peter wish to have the sheltered life of the students of the institute. They had no idea of what he seen an been through they were some what naive is what he thought when he heard some of them explain their stories yesterday. Sure they were sad stories and things thought no 1 should go through like having your parents kick you out, but there are worse things much worse. Like now for example he's looking at a pile of meat, blood, skin, and bones while they're sleeping in their warm beds. But that's the path he chose to take. He would make the sacrifices that were needed to make. Naive but lucky they are expect Wanda. Maybe Laura to he didn't know her story but he could see it in her eyes that she's been through her own hell. He was taken out of his thoughts when he noticed large claw marks trailing into the sewers.

"I think I got something!"

"Damn whatever made these ain't gonna go down easy." Dewolff was following the claw marks when she noticed something in the corner of her eye. "Is this what I think it is?"

"Looks like a scale."

"Great so were dealing with what a monster snake?"

"You should really watch animal planet snakes swallow whole not rip apart."

"So then what are we dealing with?"

Spider-man shrugged his shoulders "Sewer Gator."

"Well whatever it is we better stop it." she said making her way deeper into sewer system.

"Uh are sure you don't want to stay back and let me handle this? You see what this thing can do it's dangerous."

"Well then good thing you have my back then isn't."

"Let's just hope I don't make it 0 of 5." Peter thought back to the 4 most important people in his life who he couldn't protect.

"What did you say?"

"Maybe I should take the front and you stay behind me? So you don't, you know get eaten and stuff."

"Why not, not getting eaten sounds nice."

They searched for about 10 minutes when Spider-man stopped in his tracks by a familiar buzzing in the back of his skull.

"It's here."

Before Dewolff could react she was tackled to the ground dropping her gun and flashlight. Spider-man turned around and saw a giant shadowy figure attacking an unconscious Dewolff. Spider-man tackled the attacker to the ground landing on top of it he got 2 punches in before he was smacked upside the head what felt like a tail causing him to stumble a few feet to the side. His ears were ringing and his head was fuzzy before he knew it he was slammed against the wall with sharp claws digging into his arms causing him to scream in pain. Spider-man was able to head butt it causing it to stumble back and loose it's grip. Ignoring the ringing in his head Spider-man didn't give it time to recover before he delivered a right uppercut followed by a spinning left elbow sending it a few feet away he was about to continue his assault when it's tail smashed against his ribs aggravating his injuries from the previous night and sending him flying into the wall.

'_Ow again with the ribs_.' Spider-man was taken out of his thoughts when he saw the creature going after Dewolff. He jumped on it's back and put it in a choke-hold causing it thrash around trying to get him off his back. Spider-man's grip loosened when it's tail slammed against his back knocking the wind out of him and another strike into his side causing him to once again crash into the wall. Spider-man looked up and saw a light on the creature revealing it to be a giant lizard.

"Defiantly not a sewer gator." was all he got out before he heard gun shots and then the lizards screams. Before he knew what happened he was on his feet chasing after the fleeing lizard '_If it gets away more people will die and it will be my fault. I can't let that happen_.' He was about to get into arms reach when it's tail swing at his legs he jumped quickly trying to avoid it only to have it hit his right ankle causing him to fall and lizard get away.

"Damn it!" Spider-man yelled slamming his fist on the ground.

"Come on tough guy lets get those wounds cleaned before they get infected." said Dewolff as she put Spider-man's right arm over her shoulder to help support his weight.

They walked through the sewers and to the car in silence. Dewolff thinking what their next move should be. While Spider-man was feeling guilty, blaming himself for the deaths of the lizards next victims. Dewolff opened her trunk and took out the first aid kit as Spider-man sat on the edge of the trunk.

"Clothes." Spider-man muttered as he took of the arms, chest, and right boot parts of his costume off

"What?"

"It...was...wearing...clothes." Spider-man said between gasps of air finding his ribs making every breath hurt.

"What are you saying?" Dewolff asked as she applied disinfectant cream on the puncture wounds and wrapped bandages around his ribs and ankle.

Finally steadying his breathing "I'm saying that it was wearing clothes and that this is New York and crazy stuff happen here."

"You think that thing was human? But how?"

"I like I said it's New York."

"So if that thing was once human maybe they were reported missing. Then we could match when the attacks started with people reported missing around the time and hopefully figure out how to turn them back."

"That's the idea."

"All right sounds like a plan. I'll get to work on that and you go and get some rest your gonna need it for round 2."

"All right meet you around midnight tomorrow then." Spider-man said as he put his costume back on and swung away.

* * *

><p><strong>3:00 am<strong>

Spider-man flopped on his bed and let out a heavy sigh. "First the Vulture and now a giant lizard. What is this animal week?"

* * *

><p><strong>3:30 am<strong>

Peter got up out of bed not able to sleep he couldn't just do nothing knowing that monster was out there hurting people. Of course he wasn't stupid he knew he was in no condition to fight that thing so he did the only thing could at the moment. He clutched his ribs as he limped his way into the library and turned on the computer and went to the F.B.I's kidnapped and missing people website.

"Damn all these missing people makes feel like I hardly make a difference." Peter mumbled to himself

* * *

><p><strong>4:00 am<strong>

"What are you doing?"

Peter looked up and saw Laura right in front of him. '_How how heck did she do that_?'

"What are you a ninja? How long have you been standing there?"

"Don't change the subject."

Peter let out a sigh trying to buy time to think of a good lie. "Just emailing some friends it's been a while since I talked to them for obvious reasons. I can finish the rest later." Peter said as he shut down the browser and turned off the monitor and walked out of the library. Laura just eyed him suspiciously as he walked past her.

"Your limping." she said flatly

"I was running and I fell and twisted my ankle." Peter explained a little to quickly.

"Liar."

"Now why would I lie you Laura?" Peter gave her his most charming smile before he went to his room causing her to blush.

'_All right charming smile 1 suspicious Laura 0_.'

'_What's wrong with me he gives me 1 smile and all of sudden I can't think straight_._ Maybe I should see Hank_?' Laura then remembered that Peter turned off the monitor not the computer so she decided she would get 1 of her questions answered tonight. She turned on the monitor opened the browser and looked into the history.

'_Why would he be looking into missing people_?' She turned off the computer and made her way to her room she stopped by her door and turned and looked at Peter's door and let out a loud sigh. Instead of answers she kept on getting more questions with him and it was starting to frustrate her.

* * *

><p><strong>7:00<strong>

"**Why Peter why?"**

**"Why did you fail us?"**

**"We loved you. Why didn't you save us**?"

* * *

><p>Rouge was walking tiredly past Peter's room when she heard his muffled voice. Curiosity getting the best of her she put her ear against the door and listened. All she heard was Peter saying he's sorry over and over again. She opened the door and shook Peter. "Peter, Peter wake up!"<p>

Rouge saw him quickly sit up with with tears silently streaming down his face.

"Peter you ok?" Rouge asked her voice full of concern.

Peter blinked a few times taking him a few seconds to realize Rouge was in the room and asking if he was ok.

Peter smiled putting on his mask of the kid with no worries in the world "Uh yeah just had a dream that Kitty was the 1 cooking the meals."

"Hey!" Peter heard Kitty yell from the hallway.

"Sorry!" Peter apologized.

"That's BS. Now tell me what happened." Rouge gave him a look that left no room for argument.

Peter let out a loud sigh. '_Why is that the women in my life are always so strong and frankly scare the crap out of me_.'

"I just had nightmare it was no big deal."

It was Rouges turn to let out a sigh "Listen Peter I'm not good with emotional crap like Jean and Kitty are but I've had my share of nightmares...so if you wanna..." Rouge started to get hesitant at the end which caused Peter to chuckle.

"Your right your not good at it, but I get what your trying to say. Thanks Rouge."

Rouge was hesitant at first to leave but did when he gave her a smile telling her he was alight "I'll see you downstairs." Rouge said as she quickly left his room.

"Wait Rouge can you not tell anyone about this?" Peter asked

It was her turn to give a smile a small 1 but still a smile "Sure" and with that she left wondering what his nightmare could have been about.

"Ow ow ow ow ow." Peter grabbed at his ribs. "Yup definitely worse then yesterday. Probably best to stay here and wait until they go to school. Laura's probably gonna be watching me like a hawk because of last night. And let's not forget the watchful eye of big sister Jean."

Peter let out a loud sigh and hoped Dewolff had better luck at finding out the identity of the lizard then he did. At that thought Peter drifted into much needed sleep.


	5. Chapter 5

**Disclaimer: I own nothing.**

**10:24 am**

"What the hell is that smell?" Peter said as he woke and got out of his bed.

His questioned was answered when he followed the smell into his closet "Damn it I can't believe I forgot to get that washed last night. Now I have somehow get this cleaned without anybody seeing me." Peter sighed.

Peter poked his head out his door making sure nobody was there and then jumped up to the ceiling causing pain to shoot through his ribs. He made his way through the mansion successfully avoiding Ororo and Beast. He threw his costume in the washing machine and went to the kitchen to get something to eat.

"Wow they didn't leave anything for me did they." Peter said as hey looked for any leftovers from breakfast.

Peter sighed but then his eye caught a post it note on the microwave he read it and couldn't help but smile at what the note said. Apparently the girls were able to save him a plate.

* * *

><p><strong>20 minutes later<strong>

'_Deja vu_.' Peter thought as he walked into the library after he heard a frustrated moan.

"Need help?" Peter asked Wanda.

"Yeah I need help from the guy who hasn't been in school for nearly a year."

"I'll have you know that I was a straight A student." Peter informed her causing her to raise her eyebrow.

"All right Mr. Straight A's help me with this then."

* * *

><p>Peter's day was going so good until now. He spent most of the day helping Wanda with her work school was like riding a bike for him. But now he had a problem he was standing in the middle of the danger room while the X-Men and Logan watched from the control room. While he was trying to figure out what to do about his ribs he couldn't move around with wincing which he was certain wouldn't go unnoticed. His ankle and arms were manageable he needed to come up with a plan and fast.<p>

Spider sense

Peter turned around and saw a metal ball the size of a cannon ball coming at him. '_This is gonna hurt_.' But instead of dodging it he stood and took it in the ribs sending him flying against the wall. '_Ow'_

The anger Laura has been working on controlling since she joined the institute suddenly started to rise at the site of seeing Peter getting hurt. While Jean's face took on the look of a concerned mother and Kitty had her hands covering her mouth. Wanda and Rouge gave death glares to Logan blaming him for Peter getting hurt.

"You ok kid?" Logan asked Peter ignoring the glares.

"Yeah...just...need….to...catch...my...breath."

"Logan stop the session let's do this another day." Jean half asked and half demanded.

"Kid said he's alright so were continuing." Logan said earning him death glares from all the girls.

'_Ok at least now I have an excuse for the ribs_.' Peter thought as he ripped the sleeve off of the standard X-men uniform he was wearing and wrapped it around his ribs. '_All right time to show off_.' Peter lost himself in the moment not aware of the the people studying him.

They all watched in amazement as Peter jumped around dodging whatever was thrown at him. Ripping out the machines with his incredible strength. They stood there impressed and a little bit intimidated.

Rouge was the first one to break the silence "Maybe we should cut down on the short jokes."

Which earned nods from everyone except Logan and Laura who were watching Peter's every move studying him. Which caused them to both come to the same conclusion that Peter was far more experienced then they thought.

"Alright kid that's enough for today."

The girls were the first to arrive at Peter's side as he was exiting the danger room.

"Like are you ok that hit looked like it really hurt." Asked a concerned Kitty.

"Yeah it's not as bad as it looked."

"Peter you should have Hank look at that your ribs." Stated a equally concerned Jean.

"I'm fine Jean I just need a little rest that's all." Peter then opened his door and walked in his room then flopped on his bed.

"Ow ow ow ow ow. Why me?"

Peter laid in his bed then his head popped up when he heard his door open and close.

"Take off your shirt." Laura simply stated.

"Don't you think you should buy me dinner first." Smirked Peter causing Laura to blush. But she quickly composed herself.

"It's foolish to not properly tend to an injury." She robotically stated. "And rib injuries are quite painful." she added softly.

Peter lifted his shirt just enough to expose his ribs but none of his scares. "Why Laura I didn't know you cared." Peter teased as she wrapped his ribs in bandages.

"I'm not a heartless monster."

"No I didn't mean it like that I was just teasi-." Peter cut himself off when he saw the smirk on Laura's face. "I'll admit it you got me on that one, but I shall have my revenge." Peter stated as she finished causing her to roll her eyes.

"Thanks Laura." said Peter as she left his room.

As she left his room she couldn't get the image of Peter's 8 pack out of her mind. '_He really is all muscle_.' Laura thought fighting off the blush that threatened to cover her cheeks. "What's wrong with me?" asked a confused Laura as she walked into her room.

* * *

><p>"So Logan what did you take out of Peter's Danger room run."<p>

"He was good, damn good. He only got hit once and after that he was untouchable. He destroyed every machine thrown at him, Forge is gonna have one hell of a time repairing the Danger room. But that's not what stood out the most. I already figured he could do that after yesterdays little test. What really got my attention was his decision making it was quick and decisive. He knew which target to hit first and when and how to hit it while under fire. You get that from experience not mutant powers. He's hiding something Charles."

"I guess well have to keep an eye on him then." Xavier simply stated.

* * *

><p>"I hope you had better luck then I did trying to find out the identity of our giant-green-razor-clawed-friend."<p>

"I have a list of twenty possible people. Here give it a look." Dewolff handed Spider-man the folder.

He looked through the folder until a name caught his attention. "Doctor Curt Connors I heard of this guy." Spider-man excitingly said.

"Mind sharing with the class then?"

"He was a surgeon who enlisted in the Army and was sent off to war. He performed emergency battlefield surgery on wounded GIs, but his right arm was injured in a blast and had to be amputated. Connors became obsessed with uncovering the secrets of reptilian limb regeneration and studied reptilian biology extensively."

"You don't think?"

"That's exactly what I was thinking." Spider-man answered.

"Ok this could work out." Spider-man said sitting in the passenger seat of Dewolff's car.

"And how's that?"

"Doctor Connors isn't stupid he had to see the whole lizard thing as a potential risk. So hopefully he made a cure just in case."

"I hope so."

They stopped in front of Doctor Connors house and knocked on the door. A very worried Martha Connors answered the door.

"Your here about Kurt aren't you?"

They sat in the living room and explained the situation which caused Martha to burst into tears. Which woke up her son Billy who walked in the room rubbing his eyes. "Daddy?" He asked half asleep. "Billy go back to sleep."

Spider-man saw how much Billy missed his father "Come on Billy let's go to your room." He said as he picked the kid up.

"Your Spider-man."

"Shhhh don't tell anyone."

Spider-man made a swing out of webs and put Billy on it pushing him back and forth.

"Do you know where my daddy is?"

"Not exactly but I'm gonna find and bring him home."

"You promise?" Billy asked as he stuck out his pinky finger.

"I promise. Now go to sleep." Spider-man tucked him into bed and walked back into the living room.

"Please bring him back." Her eyes filled with tears as she handed Dewolff a small rectangular metal box.

"Is that what I think it is?" Spider-man asked as they walked to the car.

"Sure is. He gave it to her and said it was if something went wrong." Spider-man let out a loud sigh "What's wrong?"

"Well now we gotta look for him in the sewer system of** New York City**."

"Aw crap."

"Exactly, it's gonna take forever to find him."

"Guess we should split up and get to work then." Dewolff pulled over and opened the box revealing two trays of adamantium tipped syringes. She gave five to Spider-man and burner phone. "We'll use these to keep in touch. Don't worry it can't be traced Mr. Secret Identity."

Spider-man let out another sigh Dewolff and Spider-man had been through a lot together and she didn't even know his first name. She saw it as him not trusting her although she hid it well. "It's Peter. My name is Peter. I'm only telling you this because I know you won't tell anyone right?"

"Of course"

"Good. So when no one else is around you can call me Peter."

"All right you can call me Jean then."

Spider-man climbed on the roof and stuck his head through the window. "Night Jean don't let the giant lizard bite."

"Night Peter." She shook her head and drove away.

* * *

><p>"Man this week sucked I spent most of the nights looking for the lizard and of course came up with nothing. And to make things worse Laura been giving me these your up to something and I know it looks." Peter couldn't help but smile at the thought of Laura. "Man is she gorgeous in a I'll rip your head off kind of way. Although she seems a lot more tolerant of me and the girls then the other students."<p>

Spider-man was interrupted by the ringing of the phone Dewolff gave him. "Talk to me...Aw crap that's not good. I'm on my way. Thanks for listening Bruce. See ya." Spider-man waved goodbye to the stone gargoyle and jumped off the building.

Spider-man was swinging towards the subway station when he saw a bunch of people running out screaming. He rushed in and saw The Lizard attacking a young lady he immediately tackled him causing them to roll on the ground. "Whoa there doc you looking for love in all the wrong places." Spidey was on top when he started throw punches The Lizard swung his tail at him horizontally. But Spider-man saw it coming and jumped and did a barrel roll dodging it and used the momentum to back hand him sending him a few feet away. "You just got back handed by Spider-man how's it feel?" The Lizard got up and roared at him then lunged at him but was met with a fist sending him back. Spider-man closed in on him to continue the attack but The Lizard recovered quickly slashing him across the chest. The Lizard swept Spider-man's feet from under him then followed with a tail smash across his chest causing the ground to crack underneath him. He then jumped on him and then bit into his left shoulder causing Spider-man to scream in pain. He kicked The Lizard off of him and screamed again as his teeth ripped through him. Spider-man clutched his shoulder as he slowly got up only to be sent flying towards the tracks by another tail strike. Spider-man reacted quickly and stuck his hands out behind him and shot out his webs stopping him only inches from the electric rail. "I think he's trying to cook me before he eats me."

Spider-man was tackled by The Lizard and barely manage to move his head out the way avoiding getting his head bit off. '_To close for comfort web-head_.' With his movement restricted Spidey was trying his best to keep The Lizard from biting his head off keeping only inches between them. "You don't want eat me you don't know were I've been."

Spider sense

'_Kinda all ready know I'm in danger_.'

Spider-man's eyes widened as he saw lights getting closer and The Lizard jump off him. He got up and jumped as high as he could trying to avoid the oncoming subway, only getting his upper body out of harms way. With half his body on top of the subway and the other half hanging off the front Spidey was trying not to fall and recover when his head was smashed multiple times by The Lizards tail into the roof making a dent. The Lizard then dug his claw into his Spidey's back causing to scream in pain then threw him. Spidey bounced across the train like a rag doll he struggled to get up thankful for being thrown so far giving him time to recover. The Lizard swung his tail at him only to have it caught. Spider-man caught the tail then used it to slam The Lizard against the train. He went to do it again but The Lizard dug his claws into the train he then swung his tail sending Spider-man flying off the train. (**All right not gonna lie I have no idea what to call it but there now where black spider-man fought sandman in the movie.**) Spider-man shot out his web and pulled The Lizard with him, as they fell Spidey started punching him. Then gave him a knee to the stomach and landed on top of The Lizard. "Hope this stuff works." Spider-man then took off his web backpack then took out a syringe then stuck it in The Lizards neck. He stepped aside and waited anxiously.

At first nothing happened then suddenly The Lizard got up then started freaking out. Spidey wasn't sure if it was working or killing him, but he didn't have much time to worry about it. Before Spidey knew what happened he was sent flying by the flailing Lizard's tail through an old wall and falling at least a hundred feet landing on his head and shoulder knocking him out cold.


	6. Chapter 6

"Ugh. What happened? Where am I?" Spider-man's was answered with his own groan of pain.

"Ok web-head you probably have a concussion and I think I dislocated my shoulder when I fell. Oh yeah let's not forget my other shoulder burns like hell, probably infected. Gotta love the good ole Parker luck."

Spider-man struggled to get up while he winced in pain. He felt around until he found a wall. He took a few deep breathes until he rammed his shoulder into the wall popping back in place. He made himself a sling out of his webs since his arm still hurt. Then he webbed up his other shoulder to keep him from losing anymore blood and getting even more light headed. Spidey leaned against the wall trying his best pull himself together, but the pain in his shoulder was making it extremely difficult. Spider-man struggled to make his way up the wall stopping multiple times to catch his breathe and keep himself from passing out. What took what felt like forever Spidey pulled himself through the hole he was sent through. He laid there panting for air until he noticed a man laying on the ground in a lab coat.

"D-Dr. Connors? You still alive?"

Dr. Connors groaned as he slowly woke up. "Spider-man? What happened? Where am I?"

"How bout we get you home first, then we talk. Your family misses you." Spider-man struggled to his feet then helped up Dr. Connors to his.

* * *

><p>Spider-man put down Dr. Connors then knocked on the door. The rest of the night was a blur. The Connors wouldn't stop thanking him and basically gave him a life time of favors card. He then called Dewolff and told her what happened, she showed up and they all talked. They would keep The Lizard between them as long as Dr. Connors never did anything like that again and destroyed his research. After the talk Dewolff bandaged and stitched up Spider-man and they went their separate ways. Spidey was now stumbling his way to the institute using the trees to help keep his balance.<p>

He was short of breathe and having trouble staying conscious. "Come on web-head you made it this far don't pass out now."

Spider-man dragged himself through his window, he took of his costume leaving only the bottom part then collapsed on the ground passing out.

* * *

><p>Laura was asleep when she was woken up by a loud thud. She got up and left the room careful not to wake up Wanda. When Laura stepped out into the hall she was met with the smell of blood. She opened Peter's door and to say she was shocked was an understatement, although she hid it well. There was Peter curled up on the ground covered in blood stained bandages with a torn Spider-man costume right next to him. Sure she suspected it but she second guessed herself, and she never second guessed herself. Since she met Peter she's been feeling a lot of things she never did and right now she was confused and concerned. She never really cared about anyone's well being except Logan, and a little bit for the girls although she would never admit it. And that confused her. Why was she so worried about Peter? He was childish and talked a lot. Normally she would dislike such a person, but with Peter it was different. But why was it different?<p>

Laura was abruptly taken out of her thought as Peter started to wake.

"Ugh. Who's there?" Peter asked as he woke up only found nobody there. "Could've sworn someone was there. Whatever I'm not complaining." mumbled Peter as he dragged himself to his bed.

* * *

><p>Peter woke to a burning shoulder and a huge headache. He got up and changed his bandages then got dressed. He looked at the clock and released it was nearly 12:00. Peter walked out of his room and immediately bumped into Jean and Kitty.<p>

"Hey Pete we like missed you at breakfast. Late night?" Said a perky Kitty (**side note: is it me or does said look weird?**)

"You know me, I'm a party animal." Peter joked while putting on a fake smile.

"You ok Peter?" Jean asked seeing right through it.

"Yeah just a little tired. I'm gonna get something to eat. See ya." Peter started to walk off.

Peter got a couple of feet away then suddenly he found himself losing balance and falling forward. Luckily Jean reacted and caught him before he hit the ground.

"Peter are you ok? What happened?" Asked a concerned Jean.

"Ugh yeah just felt a little light headed." Peter used the wall to help him get up. "Probably just need to eat something. I'm fine." Peter walked away resisting the urge to grab at his burning shoulder.

"Liar" They both mumble at the same time to quiet for to hear.

* * *

><p><strong>Peter's P.O.V<strong>

Come on were are they? They have to be here somewhere. Yes found them.

I finally found some painkillers. My shoulder has been killing me and I'm not to confident in my ability to cover up the pain. So here I am taking some pills. After that I ate some breakfast/lunch then went to my room. At least that was the plan, but along the way to my room I get dragged into the living room by Kurt. Oh joy. At least the painkillers help take the edge off. But apparently not enough.

"You look like crap." Ah Wanda you always know what to say to make me feel better.

"Oh you sweet talker you." And now she's glaring at me and everyone's staring at me with shocked faces. Although it's probably because I'm using her shoulder as a pillow. I've been having a lot fun this past week doing stuff like that with Laura, Wanda, and Rouge. And arm over their shoulder a poke her and there, the best part is after they glare at me everyone seems to hold their breath. I guess if it was someone else they would be dead but, all I get are glares.

"So what are you kids up to?" Parker subject changer in effect.

"Were about to go to the mall later wanna go?" Yes! Parker subject changer is a success.

"Nah maybe some other time. Thanks anyway Taby" There's another one only me and Amara can call her that. "Wheres Laura?"

"Don't know. She left earlier and hasn't come back yet. She looked pretty worked up though." Hm Laura's a rock not much can get to her... I'm sure she'll be fine.

Peter sat watching tv until the painkillers started to were off. So Peter made his way to his room trying his best to cover up his blurred vision, heavy breathing, and pounding headache. When he got to his room he passed out on his bed. Something he's been doing a lot recently.

* * *

><p><strong>9:00 p.m<strong>

Beep beep beep beep

"Ugh shut up." Peter moans half awake at his alarm clock.

Peter lays down not getting up. He lays there wondering if he should go out tonight. '_I can stay in tonight can't I? I mean the Vulture and Lizard in a week I deserve a break don't I_?'

Peter turns his head and sees a pair of photos poking out of his jean pockets. He reaches out and picks them up then lets out the heavy sigh. '_No I don't. What was I thinking? Whatever happens to me doesn't matter I have a responsibility_.'

With his costume on he takes one more painkiller then hops out his window. He lightly jogs through the woods '_Alright painkillers starting to kick i_-'

"It seems I was mistaken in thinking you were a smart man."

'_Oh no. It can't be. Who are you kidding of course it is_.' Spider-man turns around and sees Laura leaning against a tree in her usual leather pants and jacket with a gray v-neck shirt that shows her belly button.

"Uh. I think you-"

"Peter if you even attempt to deny that that is you under that mask I will hurt you." Laura states as she releases her claws.

Peter sighs as he takes off his mask. "How'd you find out?"

"I walked in on you last night while you were passed out on the floor." Laura answers.

"Wait you saw me last night and didn't help?"

"Like I was saying before. From your injuries last night your in no condition to go out there and you know it. So why?" Laura asks completely ignoring his question.

'_Damn, Parker subject changer failed_. _Oh she's good_'

Peter stands there for a minute trying to block out the images of his dead uncle, aunt, and friends. "Because with great power comes great responsibility." Peter states strongly.

"So you see it as your duty to risk your life to help people." asked a confused Laura.

"I wouldn't be able to live with myself if someone dies and I could've saved them." replied Peter with sorrow in his eyes.

She thought Peter confused her before now she had know idea what to think of him. She thought he was doing it for the rush, or for feeling of having power, or even an outlet for his anger. But she never thought this was that he genuinely cared for his fellow man. She couldn't understand it. Thanks to the professor she no longer hated the world and blamed it for her suffering but, to go out there and save them is a different

"So are you gonna tell?" Peter interrupts her thoughts

"I do not see what you do in your free time is anybody's business." Laura stated matter-of-factually.

"Thank you. That means a lot." Peter turned to leave until Laura started talking again.

"We will talk about this more later. Also, take care of yourself and don't forget that if your dead you wont be saving anyone."

"You got it." Peter smiled and took off.

* * *

><p>Spider-man was swinging over New York after a stopping a few petty crimes and he was happy. Having someone at the institute know his secret felt good. Or maybe because it was Laura was the reason it felt good. Spider-man was to busy to thinking over this to notice the painkillers were wearing off. His head was spinning and his shoulder was burning even more every time he used it to swing. Spider-man shot out a web line but missed causing him to plummet and pass out the moment he landed in the dumpster.<p>

"Ugh. What happened? Where am I? Deja vu" Spider-man slowly opened his eyes. '_What's that sound. A car engine_?'

Spider-man looked around and saw that he was in a car and someone next to him driving. "Who are you?"

"I tell you to take care of yourself and I find you passed out in a dumpster."

"L-Laura what are you doing here? Also where are we?" Spider-man asks as his vision clears up and then looks out his window.

"I am taking you to get treatment for that infection. And you do not need to worry your not her first superhero patient."

"Who?"

"The Night Nurse she is more then willing to help your kind."

"Oh ok. Laura?"

"Yes?"

"Where'd you get this car?" Spider-man asks and Laura only smirks.

* * *

><p>"Peter if you do not stop looking at me like that I will throw out of this car." Laura threatens not taking her eyes off the road.<p>

"You stole a car! I'm in a stolen car that makes me an accomplice! What happens if the cops find us?" Spider-man looks around checking for the police. "Also I know your new to the whole secret identity thing but rule #1 is don't say my name while I'm in uniform."

"First of all the cops already see you as a criminal so the stolen car will not make much of a difference. Secondly do you know how many Peters live in New York? As long as it's not your last name you will be fine. And thirdly we are here. And lastly that is a costume" Laura drives in a alley helps Spider-man out of the car. She then presses a random brick by the door that alerts Night Nurse.

The door opens to reveal a red headed with a very large chest. One that Spider-man can't stop staring at which Laura notices. "Stop staring" She whispers in his ear sharply.

"Sorry." Spider-man mumbles.

"Go to the room to the right." Night Nurse speaks up.

Laura nods and they go to the room and she lays Spider-man on a bed.

* * *

><p>After cleaning his wound with a special disinfectant that hurt like hell Night Nurse bandaged it up. When she was done Spider-man got up and started to stretch his shoulder.<p>

"Wow where have you been my whole Spider life?"

"I was wondering the same about you. I've seen some of your fights. I've been expecting you for a while now."

"I never heard if you before but, believe me I'll be back."

"That's comforting." Laura says while rolling her eyes.

"Hey can I ask you a question?"

"Seeing as you as just saved me from days of pain for free, no. Just kidding go ahead."

"How old are you?" Night Nurse asks as with a flirtatious smile.

"Not old enough!" Laura yells as she grabs Spider-mans arm and drags him towards the door.

"Sorry didn't know he was your boyfriend." Night Nurse puts her hands up in a defensive when Laura stops and unsheathes her claws. "Sorry not your boyfriend."

"You know your returning this car right?" Spider-man says as they start driving.

"Sigh your such a boy scout."

* * *

><p>"Now how are we gonna get back?" Laura asks with her arms folded and head slightly tilted to the side.<p>

"Like this" Spider-man says as he wraps an arm around her.

"W-what are you doing?" Laura asks slightly blushing at the closeness it then increases as she feels his muscles rub against her.

"Just relax and enjoy the ride." he then jumps off the building and shoots out a web line.

"Wow this is...amazing." Laura mutters as she looks at the city below her.

They both share a quick glance then look away. Both with smiles on the faces.


	7. Chapter 7

**Disclaimer: I own nothing**

* * *

><p><strong>6:30 am<strong>

Peter let out a loud yawn as he sat up. "Man do I feel good. Night Nurse really knows her stuff." Peter turned check the time.

"Whoa she really knows her stuff." surprised at the time and the fact that he feels amazing. "Might as well get the day started."

* * *

><p>"Good morning Peter." Ororo greeted him as he entered the kitchen.<p>

"Morning Ororo." Peter sat down.

"Your up early." she commented as she continued cooking.

"Yeah well when I wake up late those little monsters eat all the food."

"Yes, eating in this house isn't for the faint of heart." Ororo smiled "Before I forget, Hank and myself will be gone for the week. We have some business to attend to. So you and Wanda can just review this week. Could you tell her for me?"

"Ok. Wait you two aren't eloping are you?" Peter raised an eyebrow.

Ororo just chuckled. "No when I said business I meant mutant business."

"Ah enough said."

* * *

><p>"You look exhausted." Peter's comment was directed to Laura, who he met on his way back to his room.<p>

"Maybe if I hadn't been to busy helping you from dumpster diving, I would've gotten more sleep." Laura glared as she left her room.

"Thanks again for that." Peter said as he opened her door.

"What are you doing?" Laura questioned noticing this.

"Storm and Beast are leaving for the week. Which means we don't have lessons and she asked me to tell her and since I have nothing else to do." Peter left it at that and walked into her room.

Peter walked into the room and flopped on Laura's bed. He laid there for about five minutes looking around the room.

"This room is a lot less-"

"A lot less what?" Wanda interrupted.

"A lot less horror movie looking. I mean where are the coffins? Where's the bats?"

"Why are in my room?"

"I think you mean our room, roomy." Peter smirked.

"What!" Wanda quickly sat up.

"Hahahaha." Peter laughed at her reaction. "Don't have a heart attack. I was just kidding." Peter sat up. "Beast and and Ororo won't be here this week. So we have the week to review whatever we don't get. Oh and I asked they're not eloping."

Wanda just shot him a "are you an idiot" look. Then she fell back and went to sleep.

"Or you can sleep in." Peter said as he got up and left.

* * *

><p>"~Spider-man, Spider-man, does whatever a spider can.~" Spider-man sang as he swung through the night. "Can't come up with the next line." Spider-man mumbled to himself.<p>

"Oh hey NCIS I love this show." Spider-man peeked through a high rise apartment.

* * *

><p>A figure shrouded in darkness quickly and gracefully made it's way across the rooftops of New York City. It stopped when it saw someone peeping.<p>

"Oh hello there Mr. Peeper." the figure shot out a grapple and swung towards the "peeper."

* * *

><p>'<em>Spider sense is tingling<em>?'

The "peeper" turned his head.

Spider-man eyes shot open. "Felicia?"

"Oh crap! Peter!"

Spider-man had no idea what just happened. One minute he's enjoying some classic teasing between Tony and Ziva. The next he was getting drop kicked by his ex girlfriend Black Cat. They both shot out a line to save themselves, but got tangled up with each other. They landed on the ground ungracefully. But luckily for the two the fall wasn't to high for them at least. They both groaned slightly as they got up.

Spider-man turned to her. "Follow me." he simply said.

They landed on a building and stared at each other for a few seconds.

'_Oh brother here comes the lecture_.' Cat inwardly groaned.

_'I only have one thing to say to her_.' Spider-man thought.

"What?" Cat asked tired of waiting for the lecture.

"Don't ever interrupt me when I'm watching NCIS." Spider-man pointed a finger at her.

Black Cat blinked in surprise._ 'Is he joking_?' Cat shook her head. "I've been looking for you for the past week and couldn't find you. Which is weird because for nearly a year all I had to do is wait for about thirty minutes and you would swing by trying to stop another crime. Does that mean your finally taking my advice and spending some time at home relaxing instead of running your self ragged. Because the way you were going to kill yourself."

_'Not this again_.' Spider-man groaned as they started an old unfinished argument. "Like your Queen of the quiet night at home." Spidey shot back.

"What's that supposed to mean?" Cat crossed her arms.

"That means one of us...And I'm not naming names...But one of us called it quits on us because she was in love with The Spectacular Spider-man not plain ole' Peter Parker." Spidey started another unfinished argument.

"Oh this again!" Cat spread her arms as she paced across the roof top.

"I'm just saying is all." Spidey crouched on the edge of the building.

"Want do you want from? I was a kid!"

"Yeah because a skin tight costume that shows plenty of cleavage screams adolescence youth." Spider-man said sarcastically.

"Hey! I'm not the who decided that the only women you needed in your life was your aunt. If you would have been more patient with me, I would've calmed down and came around eventually." she fires back as she pokes him in the chest.

"Best decision I've ever made." Spider-man eyes became filled with sorrow. '_Gave me more time to spend with her before it happened_.'

Black Cat sighed and decided to take the conversation away from his aunt. She knew his aunt was a touchy subject. After his aunt and friends died Peter hit the hero business hard. She tried to talk to him and tell him to relax. Of course that led to a fight just like today.

"We'll good for you. Just don't throw in my face." Black Cat sighed as she leaned over the edge of the roof. "It's never 'Hey Felicia thanks for saving my butt that one time.' Or 'You know it was so sweet when you went through that surgery to get those bad luck powers so we could partner up and you could watch my back in the field.' All I ever get is 'You loved Spider-man not me! Boo-friggin-hoo. OOO you can really piss me off sometimes."

Spider-man sat quietly listening to her rant. "Hey Felicia thanks for saving my butt that one time. And you know it was so sweet when you went through that surgery to get those bad luck powers so we could partner up and you could watch my back in the field. And the way drop kicked me off the side of building. Man you rock." Spider-man reached out and put his hand on her shoulder.

Black Cat had to fight back a smile. "Up yours Parker."

"I'm sorry I came down so hard on you. It's been a rough couple of months." Spider-man reached out a hand.

"I know." Black Cat looked at the hand and decided that wasn't her style.

Instead she wrapped her arms around his neck and pushed her body against his. "I really hate you, you know that?"

"And I'm thoroughly disgusted by you. Welcome back party hardy."

"Well this was fun but I got business to attend to. You can come if you like. And don't worry it's hero business." Black Cat whispered in his ear before she shot out her grapple and swung away.

'_With great power comes great responsibility. With great power comes great responsibility. With great power comes great responsibility._' Spider-man tightly shut his eyes trying to get the image and feel of Black Cat's body out of his mind.

"Ah the hell with it." Spider-man mumbled as he follows Black Cat. Black Cat smirked when she saw him following her.

"Pardon me, excuse me, pardon me." Spider-man said as he swung by her bumping her out of the way.

"Woohoo ride em cowboy." Black Cat yelled as she jumped on Spider-man's back as if riding a horse.

"Ugh. Have you put on a few pounds?"

"Jerk!" she slaps him in the back of his head."

"Two words for you, weight watchers."

"Is this any better?" Black Cat asked as she slid so that she hugging him from the front with both her hands and legs.

"Spider sense tingling." Spider-man mumbled.

"Is that what your calling it now?" she gave him a flirtatious smile.

"Grab my hand."

"This one?" Black Cat reached out and grabbed the hand that was holding the web.

"See ya." Spider-man gives the web a tug creating tension, then he let's go. Black Cat who was still holding the web bungees away as the web pulls back.

Your dead Parker!" she yelled out to him.

* * *

><p>"Were here." Black Cat said as she landed on a fire escape and climbed through a window.<p>

"Wait a second, Sally Floyd lives here. Why are we here?" Spider-man asked as he crawled through the window.

"Long time no see web-head." Spider-man turned his head and saw a lady with black hair that went a few inches past her shoulders. She had lightly tanned skin and a slim figure. She was more then fairly attractive.

"Yeah. You look like been doing good."

"I have been thanks to you."

* * *

><p><strong>Flashback<strong>

The rain poured and the wind blew forcefully causing Spider-man to tense. He was clinging to the side of building trying to talk a lady out of killing herself. The lady was standing on the ledge of a building trying to build up the courage to jump. Spider-man could have easily just grabbed her and pulled her off the ledge. But that wouldn't stop her from trying to do it again when he wasn't around. He had to to talk her out of it.

"Please let's go inside and talk about this. I can help you through this." Spider-man shouted over the roaring wind and pouring rain.

"Why? So you can say crap like 'you have so much to live for.' Well I don't both my husband and daughter are dead! I have nothing left to live for!"

"Listen I know it's tough to find a reason to go on-" Spider-man wanted to say more but was cut off.

"How would you know? How would you know what it feels like?" Spider-man didn't respond right away. The images of all the people he lost flashed in his mind.

"Your not the only one who lost the ones you love." Sally stared at him. She could hear the pain in his voice, it's almost as if she could reach out and touch it. "I lost my parents when I was a kid. My aunt and uncle took me in and raised me. They're both dead now, along with two of my best friends."

Sally hesitated before for a second then asked the question she was dying to know the answer to. "H-how do you go on?"

"(sigh) I don't want anyone else to go through what I did. So I live my life not for myself but for the innocent people that can't protect themselves. That's how I go on." Spider-man said his voice full of conviction. "Listen I know it's not easy. I know it feels like there's a pit in your stomach and you just reach in there and pull it out. But you have to work through it. You have to make yourself a goal and work towards it." Spider-man understood exactly what she was going through and needed to help her.

"I don't think I can." Sally started to cry but the tears were hidden by the rain.

"Yes you can. It won't be easy but you can." Spider-man reached into his belt and pulled out a spider tracer. "Here. If you feel like you need help or someone to talk to press this button and I'll be there." Sally reached out and took the tracer. "Now come on lets go back inside."

**Flashback end**

* * *

><p>Turned out Sally was a journalist. And the goal she set for herself was to help Spider-man anyway she could. From giving him information that helped him stop crimes and capture criminals. To blasting J. Jonah Jameson in her articles for calling Spider-man a criminal.<p>

"You helped me out to." Spider-man sat down on the couch next to black cat. "So why are we here?"

"Daniel Richmond." Sally simply stated

* * *

><p>Apparently Daniel Richmond was some type of politician with a hit out on him. To make things worse the hit was being carried out by the Scorpion, who was definitely above the police's pay grade.<p>

"That's the place." Black Cat pointed as they swung towards a concert hall.

"And it looks like he's here." Spider-man said as a crowd of screaming people came running out of the hall. They landed on the ground and pushed against the stampeding people making their way into the lobby. "There." Spider-man pointed to the sight of a man trembling in fear while Scorpion stalked towards him.

"Leave him alone Gargan!" Spider-man shouted as he landed in between the two.

"You again! You always get in the way! But this is the last time. I'll burn your insides!" Scorpion shouted as he shot acid at Spider-man.

"Like indigestion?" Spider-man asked as he grabbed the cowering man and jumped away. "Go! Run!" Spider-man yelled as he put Daniel down.

"Can spiders get indigestion?" Scorpion turned around and saw Black Cat standing behind him.

"Looks like I wasn't the only to bring a friend."

'_Huh_?' Spider-man looked around until.

Spider sense

"Cat look out!" Spider-man dove towards her and grabbed her rolling out the way. Once they stopped rolling they looked at where Black Cat was standing only to see a puddle of acid. But this acid didn't come from Scorpion it came from above. They looked up and saw what looked like petite version of Scorpion. "Who the hell are you?"

"Me?" the voice questioned. Spider-man could tell the voice belonged to that of a woman. The suddenly launched off the ceiling. Spider-man back flipped just as the women came close to hitting him. "You can call my Scorpia."

"Ahh how sweet. The beast found another beast." Black Cat taunted.

"Way to go Gargan. I knew there was a crazy, scorpion lady out there somewhere for you. And now you found her." Spider-man joined in the taunting.

"Spider-man is mine. You take the slutty bitch." Scorpion spat out.

"Hey! I am not a bitch!"

"Really?" Spider-man gave her a blank look that was covered by the mask.

"Die!" Scorpion shouted as he dove at Spider-man, who rolled out the way. But Scorpion saw that coming and quickly whipped his tail hitting Spider-man in the stomach. Spider-man soared through the glass doors of the lobby and crashed into a parked car. He hit the car with so much force that he created a dent in it.

"I'm really starting to heat tails." Spider-man said to himself. "Oh crap." Spider-man quickly back flipped over the car dodging a punch from the scorpion. The punch was so strong that his hand got stuck in the car door. Spider-man saw this, so he reached out and attaches his hands to the hood of the car. Spider-man curled up and launched himself feet first through the car windows drilling Scorpion in the face tearing him from the door.

Spider-man jumped on top of the down Scorpion not giving him any time to recover and started punching him in the face. After a few punches Scorpion caught both of Spider-man's hands and held on tight with a vice grip.

Spider sense

Spider-man eyes widen before he quickly ducked. Spider-man looked a few feet in front of him and saw part of the sidewalk being melted.

Spider sense

Knowing full well that Scorpion was stronger then him Spider-man didn't attempt to pull away from his grip. Instead he quickly drove his forehead into his nose causing Scorpion to release his grip. Just before the acid could hit him in the back, Spider-man quickly back flipped landing on a building on the other side of the street.

"Oooo." Spider-man cringed. "That looks like that hurts." Spider-man said noting Scorpions broken and bleeding nose. Scorpions hissed something Spider-man couldn't understand as he jumped towards him. '_Probably describing how he's gonna kill me_.' Spider-man thought to himself as he jumped of the wall dodging Scorpion and landed on streetlight. Scorpion landed on the wall and jumped at Spider-man again. Spider-man jumped off the streetlight shooting a web line as he landed. Once the web hit Scorpion he swung it slamming Scorpion into the wall.

But Scorpion retaliated by yanking on the web pulling Spider-man towards him. '_This is gonna hurt_.' Spider-man thought as Scorpion delivered a massive uppercut that sent him flying fifteen in the air. Spider-man yelped in pain as he landed hard in the middle of the street. '_Yup I was right_.' Just like Spider-man, Scorpion didn't give him anytime to recover. He wrapped his hands around Spider-man's throat and started squeezing.

"I going to make your eyes pop out of your skull." Scorpion seethed as Spider-man started clawing at his armored covered hands.

'_Think web-head think_.' Spider-man tried to remember one of Logan's self defense classes. '_Damn it_.' Spider-man couldn't recall the lesson and he was starting to black out. Just as he was about to lose consciousness the move came to him. Spider-man lifted up his arms and swung them down hitting Scorpions elbows causing his grip to loosen. He followed up placing his feet on Scorpion's stomach and pushing as hard as he could. Scorpion was thrown through the air and landed hard on a car.

"Gotta (coughs) pay more (coughs) attention to those (coughs) classes." Spider-man gasped for air as he struggled to get up. Spider-man looked for Scorpion and saw him removing himself off the car. "Get over here!" Spider-man yelled as he shot a web-line and pulled Scorpion towards him meeting him with a fist of his own. Scorpion crashed into the car again then slumped over.

"Are we done, Gargan?" Spider-man yells out at the hopefully unconscious criminal. But much to his dismay Scorpion starts to get back up. "Guess not."

Scorpion charges at Spider-man tackling him to the ground. He then starts to hail punches down on him. After about five powerful hits Spider-man rolls backwards so that he's on top. Once on top Spider-man returns those punches with his own. Scorpion then wraps his tail around Spider-man's leg and slams him on the hood of a car. '_Oh yeah. Definitely hate tails_.'

Spider sense

Spider-man rolls backwards off the car as the blade on Scorpion's tail pierces the hood. He webs the tail to the hood, then rips off a door jumps to the other side of the car and hits Scorpion with the door. Spider-man races towards Scorpion who was hit fifteen feet away from him but was met with a punch to the gut. His momentum combined with the force of the punch took Spider-man off his feet then sent flying twenty feet back.

Scorpion smirked as he saw Spider-man rolling on the ground clutching his stomach trying to get the air that was knocked of him back into his lungs. Once he caught his breathe Spider-man started screaming in pain causing Scorpion's smirk to grow. Spider-man suddenly lifted his mask exposing his mouth then threw up which was mixed with some blood. Scorpion slowly closed in on Spider-man enjoying his pain.

Once he got to Spider-man he picked him up by his throat then wrapped his tail around him. Scorpion squeezed his tail around Spider-man like a anaconda. Spider-man struggled to breathe but couldn't get any air into his lungs. After a few minutes of struggling Spider-man's body went limp. Seeing him stop struggling Scorpion couldn't help but laugh. "I did it! I finally killed him!" Scorpion let Spider-man's body drop as he continued laughing until it was interrupted by a certain wall crawler.

"Should've checked my pulse a-hole." Spider-man said as he got to his and delivered and uppercut. But he didn't stop there. Left hook to the side of the head. Straight right to the face. Left uppercut to the chin. Knee to the face.

Scorpion staggered back trying to stay in his feet but Spider-man pulled them from under him with his webs. He then ran towards Scorpion, jumped in the air and shot two web-lines at him. Still in the air Spider-man flipped swinging Scorpion in the air. Spider-man used the momentum of the flip and threw Scorpion down at great speed towards the ground causing it to crack under him.

Spider-man landed on the ground and waited to see if now it was over. "H-how? I killed you." Scorpion choked out.

"It's called playing dead Sherlock." Spider-man said as he delivered the knock out punch. Spider-man slowly walked towards the sidewalk then sat down on it.

"You have as much fun with your dance partner as I did?" Black Cat asked as she came up behind Spider-man and wrapped her arms his neck and pressed her chest against his back.

"Fun? Are you kidding me? That's mine!" Spider-man said pointing towards the pile of vomit.

"Gross. Well I did get the rookie and you got-"

"The veteran psychopath." Spider-man finished for her.

"Basically. Come on spider the police are coming and we both know how that story ends." Black Cat grabbed Spider-man from under his arms and helped him up.

"You mean you disappearing and me getting shot at." he muttered as they swung away.

* * *

><p><strong>Four hours later<strong>

Elaine Colls aka Scorpia sat in her holding cell. Unlike Scorpion she wasn't permanently attached to her suit. Which meant that she could be placed in normal cells. She was placed on the top floor which was ten stories high in a small room that had a good size window covered by bars. '_I swear when I get out of here I'm gonna kill that bi-_"

"Hi." a voice suddenly spoke up from behind her.

"Aah!" Elaine yelled out in surprise not expecting someone outside her window.

"I scare ya?" Elaine turned around and saw Spider-man hanging upside down.

"Go to hell."

"Hey where's your silly suit Scorpia? Try saying that five times fast."

"You know what you can say five times fast Spider-jackass?"

"What she saying?" Black Cat asked leaning over the side of the building.

"Were just making small talk. Y'know talking tongue twisters." Spider-man replied.

"Is that the cat lady with you?"

"Yup."

"Tell her she's a dead women when I get outta here."

"What she saying now?"

"She said a women with a chest like yours shouldn't be able to move as fast as you do." Spider-man said as he pointed a finger at her.

"Tell her they act as a ballast."

"I will." Spider-man turned his attention back to Elaine. "Can you tell us who hired you two to whack Daniel?"

"I'm not telling you jack-" Elaine was cut off when something hit her in the back of her head. "Hey!"

"Either you tell me who hired you or I'm gonna hang outside your window all night hitting you with web-balls lady. And if that's not annoying enough I'll have Black Cat sing memories from Cats. Hit it cat!"

Black Cat stood on her knees and spread her arms out and started singing to the sky. "~Meeeem-ries! All alone on the pave-ment! I re-mem-ber I knew what hap-pi-ness was~" Black Cat continued to sing causing Elaine to give in.

"I don't know. I don't know. I don't know!" Elaine said as she covered her ears.

"Alright cat you got the part!" Spider-man shouted at her causing her to stop. "What do you mean you don't know?"

"Gargan brought me in after he took the job. All I was suppose to do is keep the cops off him and steal what I could off the crowd."

"Great." Spider-man climbed to the roof. "Looks like were gonna have to figure out who placed the hit ourselves."

"I'll see what my contacts know."

"I'll go home and see what I can found out online about Daniel." with that said Black Cat jumped off the building and swung away.

"Stop looking at my ass Peter." Black Cat yelled back teasing him.

Spider-man's eyes shot open when she said that. '_How'd she...women. Go figure_.' Spider-man shook his head and swung away.

* * *

><p>"Why the hell would somebody want to kill this guy?" Peter sat late at night at a computer in the library of the institute. He's been searching for any reason anyone would want to have him killed and he was coming up with nothing.<p>

"What are you doing?" Peter turned away from the computer screen and saw Laura standing behind him. He looked at her and saw she saw wearing a black tank top and red pajama shorts that didn't cover much of her legs.

'_Oh great first Black Cat now this. A man can only have so much control. Oh crap I'm staring at her legs_.' Peter quickly averted his eyes a slight blush on his cheeks.

"Why are up so late?" Laura asked as she also looked away from him, her cheeks slightly red.

"Oh uh. There's a hit on this man Daniel Richmond and I'm trying to find a reason to why someone would want him dead."

"And you found nothing." Laura turned to face him.

"And I found nothing." Peter looked back at her.

"Scoot over." Peter slid over giving her room to sit on the chair. Peter sat there watching Laura type like a maniac until she was stopped by a firewall. He watched in awe as she hacked through the firewall in less then a minute. "I'm gonna ignore the fact that you just hacked a government mainframe."

After a few minutes of typing and searching Laura spoke up. "It seems Daniel Richmond is pushing strongly for the Navy to switch from using steel to poly-fiber."

"What does that have to do with anything?"

"The Navy get their steel from Wicks Steel and Shipbuilding. And Wicks Steel makes 80% of their income from the Navy. So if the Navy switches to poly-fiber Wicks Steel would go bankrupt."

"So most likely some higher up from Wicks Steel put the hit on him to save the company." Peter finished the rest.

"Yes. So what will you do now?"

"Well since it's not some super baddie that put the hit out I'll just call a cop friend of mine." Peter got up and took out his phone.

"Super baddie?" Laura raised an eyebrow.

"That's hero talk."

"Sure it is."

* * *

><p><strong>Five minutes later<strong>

"Alright. That should wrap things up from my end." Peter closed his phone.

"So are you going back out there? Or are you going to bed?"

"Neither. There was an NCIS marathon on today and I recorded it. So I'm of to catch up on the episodes I haven't seen yet." Peter started walking to the door.

"NCIS?" Laura tilted her head to the side in confusion.

"Your kidding right?" Peter turned around and gave her a incredulous look. Laura didn't answer instead she gave him a blank look. "Your coming with me." Peter said as he grabbed her arm and dragged her towards the living room.


	8. Chapter 8

**A/N: I AM SO FREAKING SORRY! **

**I have no excuse for such a long delay. I simply got caught up in other stories, that's all I can say. That being said, in the long run I think maybe taking such a long break was a good thing.**

**Why?**

**Because I went back and reread a few of the chapters and I can say for a fact that I am a far better writer then I was when I started writing this story. Seriously, reading some of my past chapters was just embarrassing. I was like what the hell? Was I really this bad?**

**So for everyone who followed this story and reviewed, I thank you.**

** They really weren't deserved. **

**Moving on.**

**I'm going to use the authors note at the end of the chapter to explain a little of what I did in this chapter and some ideas I plan for future chapters. Just something to get your opinions.**

**Right now I wanna say that reading Peter x Laura stories helps motivate me to write, so if you want faster updates than get to writing. And if you need ideas I thought of a few.**

**I'll probably write these in the far future but feel free to use them.**

**1. Ok, so basically Peter and Laura are neighbors. So, yeah there's no weapon x or cloning, she'll be just a mutant, but that comes around when Peter gets bit by the spider. But since she doesn't have the same past I have to compensate to keep her in character. **

** Laura's parents were killed in front of her when she was around 6 maybe 7 years old forcing her aunt to take her in, and of course the aunt lives next to Peter. The aunt could either be nice or a total bitch it doesn't really matter. The main point to the aunt is that she works overseas or on the road at least, so she's not around a lot. So she could be a bitch and couldn't careless about Laura or be nice and asks Uncle Ben and Aunt May to look after her while she's away.**

**Point is, Uncle Ben and Aunt May try to take care of her as much as possible. That of course leads to her meeting Peter. That's basically the prologue of how they met and why Laura is the way she is. The writer can decide whether to go into detail about how Laura begins to warm up to Peter (remember her parents were killed in front of her (mom possible raped), so she isn't some normal kid) or skip ahead. I personally would like to see how Peter gets Laura to come out of her shell, for him and his aunt and uncle at least.**

**The main point would revolve around when Peter gets his powers and Laura's mutant powers start acting up. They won't tell each other, too scared how the other will react so they try to hide it. That's the main points that I have in my head.**

**Their relationship will be kind of an opposites attract one. Peter is the fun one, the talker, the positive outlook on life guy. Laura on the other hand will be the listener, the cynical one, and the protector. Bullies try to mess with Peter, she puts them down while Peter fills the silence and keeps her from lost in dark thoughts. He'll kind be like her conscience, and they'll be inseparable.**

**That's about it.**

**I was going to put my other two ideas but I ranted on long enough. So I'll put them in future chapters but if anyone wants to hear them than message me.**

* * *

><p>"I don't understand." Laura said as she turned to Peter.<p>

"Don't understand what?" Peter paused the TV and turned towards her.

"How does a man like that become a federal agent." she asked pointing at the screen.

"Who? Tony?" Peter questioned.

"Yes. He reminds me of you."

"I'll take that as complement."

"It's not. He acts like a child as do you." Laura deadpanned.

"That's part of our charm." Peter defended.

"Charm?" Laura raised an eyebrow and gave him a skeptical look. "What charm?"

"Don't act like you don't know. How else would you explain you, Laura, the rough, tough, punching stuff, girl being here with me?"

"You're an idiot, and you dragged me here." she replied.

"And you stayed." Peter countered. "So, how do you like it?"

"It's ok." Laura shrugged her shoulders.

"Just ok?" Peter looked at her suspiciously before deciding to test her indifference. "Fine. I guess I was just wasting your time." Peter reached for the remote only for Laura to grab his wrist causing him to smirk.

". . . . What are you doing?" Laura asked.

"I'm turning off the TV since it's just 'ok'."

". . . . Are you really going to make me say it?" Laura mumbled.

"Yes, I believe I am." Peter confirmed as he leaned back into the couch and crossed his arms while the smirk grew.

Damn him.

"I like it. Happy?" Laura huffed.

"Now was that so hard?" Peter teased before he hit the play button on the remote. "Sheesh. I can't believe you never watched NCIS. Next thing you know you're going to be saying you never watched The Simpsons." Laura just stared blankly at him in response to his words.

"You're joking right? There's no way you couldn't have watched The Simpsons . . . . Oh crap, you're serious." he said when he saw her blank face remain. "Where were you raised? The moon?"

Laura couldn't help but flashback to her past when Peter asked her that question. A feeling of loneliness and dread started to creep up on Laura as her memories flooded her mind, but luckily Peter brought her out of her thoughts when he saw her breathing slowly getting heavier.

"Laura? You ok?" he asked concerned about her reaction.

"Y-Yes. I'm fine." she stuttered slightly flashes from her past still fresh in her mind. Wanting to regain her composure she quickly pushed them to the back of her mind and calmed herself before addressing Peter. "I'm going to assume that you're going to show me 'The Simpsons' correct?"

"You bet your butt, I am." Peter quickly searched the internet using a laptop that was connected to the TV. "Alright, we're starting from the beginning, but there's over four-hundred episodes so it's going to take a while to watch all of them. So, I propose that we meet here every weekend around three to five a.m. What do you think?"

Luckily for the both of them their powers allowed their bodies to produce less fatigue toxins than an ordinary human, that meant that they could have less sleep and still function normally. Of course, Laura's powers were far better at dealing with fatigue than Peter's, but his were the second best amongst the students.

"What about your 'extracurricular activates'?" Laura questioned. Even though Peter's abilities allowed him to accumulate fatigue at a slower rate, him going out and being Spider-man would produce more fatigue toxins especially when he took little time off.

"Damn, you're right." Peter supported his chin with his hand. _'I usually like to spend all night out on the weekends since I have no lessons, but if I do this that means I'll have less time to spend as Spider-man. But, is that so bad? It's not that much time and it'll help me recover from all these recent fights.' _Peter debated internally until he came to his answer.

"It should be fine. You said it yourself, I won't be saving anyone if I die, and I've been fighting a lot of super baddies lately so I could use the time to recover. Anyways, there have been a few new heroes popping up lately."

"Like?" a curious Laura asked. She was interested in knowing of more people willing to risk their lives for people they didn't even know.

"The New Warriors, Daredevil, some weirdo named Moon Knight, Luke Cage, I met him once he's cool, oh and Black Cat's back." Peter listed the names of what he dubbed "The Rookie Heroes".

"Black Cat?" Laura raised a suspicious eyebrow at the name. It just. . . . didn't sit right with her.

"What about her?"

"You smiled when you said her name. Why?" Laura questioned.

"Oh, well, we kinda use to date." Peter smiled sheepishly while Laura's eye twitched when he said that.

What was that?

Laura was more than a little confused as to why her eye twitched, but she could think about it later.

"We're getting off track." Laura stated.

"Oh, right. So, like I was saying, with all these new heroes I think I can afford to stay home a little more. Besides, you need some serious catching up to do. Luckily for you I'm more than willing to be your guide."

"How generous of you." the sarcasm wasn't lost on Peter but it was easily ignored.

"Ah, don't be like that. You'll love it, I promise." Peter said as he stuck out his pinky.

"What are you doing?" Laura raised an eyebrow as she stared at his pinky.

"It's a pinky promise." Peter explained.

"No." Laura refused as she crossed her arms. It seemed to childish, so it didn't surprise her that Peter was suggesting such a thing.

He was childish.

"Come on. Don't be shy."

"Peter, if you don't put that finger away, I will break it." Laura threatened.

"So, I'm just gonna put this away." Peter used his other hand to curl his pinky into his hand. "But, I will get you to pinky promise one day. I swear it."

"Don't hold your breath."

* * *

><p>A few hours later, a pair of emerald green eyes snapped opened before they darted in all directions. They quickly took in their surroundings, helping reassure Laura that she was in a safe place. The reason for the girl's slightly frantic state was simple.<p>

A person was their most vulnerable when they were asleep.

Laura didn't like feeling vulnerable.

That's the reason she was only comfortable sleeping near two people. The first was Logan, her father figure. The next was her roommate, Wanda; although, that didn't come easily, not that Wanda was even trying to gain her trust. Wanda was just simply being herself and if Laura didn't like her, well, she could just screw herself. That exact attitude was the reason Laura came to like and trust Wanda.

But as she looked to her right, where she felt a weight on her shoulder, Laura saw that she seemed to have added a third person to that list. No matter how tired she was, Laura wouldn't have fallen asleep next to Peter, let alone let him use her shoulder to sleep on, if she didn't feel comfortable around him.

But that realization made her wonder about her relationship with Peter.

It advanced so quickly that it astounded her.

She would've delved into why she was so comfortable around Peter but she decided to save it for school. It wasn't like they would teach her something she didn't already know. That would the perfect time to think about their relationship.

She was brought out of her thoughts when her eyes caught the time on a clock, six in the morning, and she didn't want anyone walking in on them. She could practically hear the gossiping and snickering.

Laura really didn't feel like dealing with that crap.

So, she got up, making sure not to wake up Peter, and headed towards the Danger Room. She could use a quick work out before school.

* * *

><p>Laura let out a sigh as she turned her head from the teacher and looked out the window. She already knew what he was teaching, she knew everything all the teachers were teaching.<p>

They taught her in The Facility.

They taught her a lot of things and not all of them were about killing.

Because of that she found herself utterly bored in school. When she was first enrolled in Bayville High School she questioned Xavier the reason for her enrollment when she already knew what they were teaching.

Apparently, he wanted her to learn what it was like to live the life of a normal teenage girl. That was rather ridiculous in her opinion. She could never be a normal teenage girl. She was a mutant, so being normal was out of the picture in the first place, and on top of that she was a trained killer.

One couldn't forget she was a clone.

A clone of a man who was the best at what he does and what he does wasn't very nice.

But, despite all that, she supposed it did have its uses.

Being in school did allow her sometime to think to herself without too much noise, that was next to impossible at the institute. So, blocking out the teacher's voice, Laura began to try to understand why she took to Peter in such a short amount of time.

At first it dumbfounded her.

He was childish, talkative, and immature.

She knew the first and last were the same thing but it was the best way to describe him.

Normally, she found those traits annoying, Bobby and Kurt being examples. But with Peter it was . . . . different.

The question was: Why was it different?

She went back through her mind and remembered the day she first met him. It was then when she remembered the emotions she saw in his eyes.

Yes, that was it.

That's why he was different.

Below the cheerful and childlike exterior was, to put it simply, pain.

Laura was extremely good at reading people. It was one of the things she learned at the Facility. Not everything was: kill that person. She also had to find the identity of the target like a needle in a haystack, which meant she had to be able to read people.

So, she was confident in her ability to read someone, and what she saw in his eyes is what caught her interest.

Peter was hurt by the world.

The world betrayed him just like it betrayed her.

She was born (created) into a horrible situation due to no fault of her own. She didn't ask to be a trained killer. She didn't ask for the pain they put her through when she resisted.

Yet, she got it anyways.

Peter's once said his parents died in a plane crash, but she knew that there was more that he was hiding. She knew he had lost much more than that, and from what she could see, he held a great amount of guilt because of it.

The world had taken what he held precious away from him, that much she could guess. But, he didn't react the way she did. After all the pain she was put through, Laura turned into a caged animal. She always felt like she was backed into a corner, so she reacted by lashing out at everything. She was always on guard, expecting the world to hurt her once again.

But Peter, he was different.

Unlike her, he didn't curse or blame the world for his pain.

No, he did the opposite.

He put his life on the line to protect the world and its people. He disregarded his own safety and did everything within his power to protect complete and utter strangers. He didn't resent the innocent and naïve people who didn't know the horrors of the world like she once did.

It's only thanks from the professor that she no longer harbored such hatred.

That's why she was so interested in Peter.

Maybe deep down she wanted to learn from him.

To learn to get over her past because she still had issues, that was no doubt. They may not be as pronounced as they once were, but she still had them. Laura couldn't help but sigh in relief after she got to the root of her relationship with Peter. If she would be perfectly honest it actually amazed her that someone so childish could be so selfless.

_"With great power comes great responsibility."_

Selfless and responsible.

He was a far better person than she was.

Maybe she could learn from him.

Maybe.

* * *

><p>Knocking.<p>

Peter hated knocking.

Specifically knocking on his door when he was getting a good, in the middle of the day, sleep. Last night's fight with Scorpion took a bigger toll on him then he thought, so he decided to stay in and rest up. If the good ole' Parker luck stayed true, he would be fighting another super villain really soon, which meant he needed his rest.

"Go away." Peter groaned. "I don't want to go to school today." he then wrapped his blanket around him and buried his face into his pillow.

"Like, have you been asleep the whole day?" Kitty questioned after she let herself in.

"Depends?" Peter mumbled.

"On?" it was Rogue who asked the question causing Peter to peek his head out of his blanket.

"What time is it?"

"Seeing as we're here to tell you dinner is ready . . . ." Rogue trailed off.

"Then yes, I've been asleep all day." Peter sat up and ran his hand through his hair. "Don't judge me."

"Whatever." Rogue rolled her eyes as she left the room followed by Kitty.

"That was a good nap." Peter mumbled as he got up and made his way to the dining room.

They ate like the usual, joking, fighting, and food throwing, all of which Peter ignored. Normally, Peter would've joined in on the chaos, but to put it simply, he was freaking tired. So, he quietly ate his food and ignored everything around him, occasionally dodging flying food.

"Like Pete, we were thinking of going to one of the malls in New York," Kitty started, "you like wanna come?"

"I don't kn-" Peter began to answer but cut himself off so he could reconsider his answer.

There was nothing wrong with going to the mall was there?

He said it to Laura last night (technically early in the morning) there were more heroes out there to do the saving. And if anything went down he was already in New York, so he could just make up an excuse and do his hero thing.

"You know what, sure that sounds cool."

"Oh my gosh! Really?! That is like, so cool!" Kitty perked up immensely at Peter's response.

"Uh. Don't you think you're overreacting a little?" at least that was Peter's opinion. It wasn't like he was the cool guy at school or something. He could see Kitty reacting that way if he was, but it was quite the opposite for Peter.

"Like no. You never hang out, Peter. Never. This will be like the first time." huh, now that he thought about it, it was true.

"So, do you have any recommendations on which mall to go to?" Jean asked causing Peter to snort.

"Nah. I know it's hard for you to believe, but I wasn't the mall type." Peter joked. "The only times I did go to the mall was with-"

Harry and MJ.

The times he spent with those two suddenly came flying back to him causing him to go uncharacteristically quiet. His sudden silence didn't go unnoticed but Laura, who was sitting in front if him, was the only one who could see the emotions flashing through his eyes.

Despair.

Regret.

Shame.

She quickly identified those emotions and once again her curiosity was peeked. She wanted to know what happened to him and how he could act so cheerful, but it wasn't the time or place to question him.

He wanted to keep his past a secret and she respected that.

That's why she kicked him in the shin so Peter could snap out of his daze before someone could question him on his sudden change.

"Ow!" Peter was brought out of his painful memories in a not so pleasurable way. "What the hell?!" Laura didn't answer him verbally; instead, she looked him in the eye and motioned them to the sides.

_'Oh.' _Peter mentally mumbled as he saw everyone looking at him, waiting for him to finish his sentence. "Sorry. Kinda got lost in memories." he said in sheepish tone, in an attempt to cover up the negative emotions he was experiencing earlier.

It worked for the most part.

Everyone chuckled at Peter before breaking into multiple conversations, leaving Peter to absentmindedly pick at his food. While everyone talked amongst themselves, Laura just stared at Peter with a frown on her face.

* * *

><p>"I hate when that happens." Peter mumbled as he stared at the ceiling of his room from his bed.<p>

The memories of the Harry and MJ kept flashing in his head ever since dinner and he was trying his best to forget them. That of course, led him to feel extremely guilty for trying to do such a thing which resulted in him being confused as what to do.

In wasn't the first time he was in such a predicament.

Of course, the forgetting them was just temporary; some days the memories of them were clearer than others.

Maybe he should go out and so some Spider-man. . . ing?

Maybe not.

For some reason, the thought of going out just exhausted him. Maybe all the fatigue his body built up from drowning himself in his duties as Spider-man had finally caught up to him.

The sound of his door opening and closing caught his attention and thankfully led him away from his guilt ridden thoughts.

". . . . What?" Peter questioned since Laura (the person who entered his room as if it was hers, he didn't mind though) simply folded her arms, leaned against his door, and stared at him with a critical eye.

"So, you're actually going spend your free time _not_ swinging around New York?"

"You make it sound like I'm obsessed." Peter snorted as he sat up. Laura didn't verbally answer and instead merely raised an eyebrow. "I'm not . . . . Ok, I may lean towards the obsessed side . . . just a little." he conceded.

"Yes, just a little." Laura shook her head.

"Well," Peter began as he returned to her earlier question, "like I said last night, or this morning, it's not like I'm the only hero in New York. There's been a lot running around lately, so a small break wouldn't hurt."

"That and we'll already be in New York so if something happens you'll just run off." Laura supplied the rest causing Peter to give a nervous chuckle.

"Ah, you know me well." Peter replied before he gave a few owlish blinks as his brain locked in on one word Laura said. "We? You're going to? No offense but, you don't really seem like the mall type."

The stoic Laura gave no answer, but she did look away to the side.

"Jean and Kitty are forcing you to go aren't they?"

". . . . Wanda and Rouge as well." that made sense to Peter. Those three weren't really the type to go to malls but neither was he so he couldn't talk.

"Well, it won't hurt for you to do some things any other kid our age would do." he supplied causing Laura to uncharacteristically snort.

"That's a little hypocritical." Laura retorted quickly.

"Harsh." Peter winced before glancing at his clock.

11:34

Everyone should be in their rooms sleeping or getting ready to at least.

"But, you're right." Peter performed a kip-up from his bed and landed right in front of Laura with a grin on his face. "So, let's do something kids our age do."

"And that would be?"

"Watching TV." not giving her anytime to respond, Peter grabbed Laura by her wrist and pulled her out of his room and down the hall. "Time to resume your education."

"Oh, joy." Laura mumbled but didn't resist.

How Peter could go from the pained memories she knew he was experiencing when she entered his room to such a merry mood Laura couldn't fathom. But, hopefully one day, she would know.

* * *

><p>"That's child abuse." Laura stated as she watched the fat, yellow man choke his rebellious son. "I'm surprised someone like yourself would enjoy such a show."<p>

"It's just a show, Laura." Peter sighed as he passed the TV. "It's not like I'm sponsoring it." they both snorted at the thought as an image of The Simpsons logo stitched on his Spider-man costume.

"You'd look even more ridiculous than you normally do." Laura simply stated.

"What are you talking about? When do I ever look ridiculous?" he honestly had no idea what that crazy lady was talking about. There was no way she could be talking about his Spider-man uniform.

No way at all.

"You swing around the city in a onesie." Laura deadpanned. "The answer to your question should be obvious."

"Whoa. I do not wear a onesie." Peter defended. "It's a seven piece uniform. And it's awesome."

"Uniform?" Laura raised an eyebrow and the slight humor in her voice wasn't lost on Peter. "I think you mean costume."

"Why do people keep saying that? It's a uniform."

"You keep telling yourself that." Laura rolled her eyes at his exasperation.

"A uniform is defined as a distinctive outfit intended to identify those who wear it as members of a specific group. I'm in the hero group." Peter threw his hands in the air.

Laura couldn't help but let out a soft chuckle at Peter's childish antics. There was no denying the fact that she acted different around him. He was just so carefree and warm, so much so that he created an atmosphere that made anyone, including her, relax. The carefree atmosphere helped chase away the traumatic memories that drifted around in her mind.

Yes, even though she would deny it, she truly enjoyed Peter's company.

"Well, everyone here thinks it's a onesie." Laura stated causing Peter to splutter.

"Are you serious?"

"Are you?"

"Right, forgot, you're too cool for jokes." Peter replied. "But, anyways, what were you saying before?"

"Kurt once bought a red onesie and pretended to be you." Laura supplied an example to combat Peter's defense of his "uniform".

"What? Really?" his question was answered with a simple nod of her head. " . . . . . Hahahahahahahaha!" oh, he wish he could actually see it instead of picturing it in his head.

"Well," Peter wiped a tear from his eye, "with his blue skin he's got the colors down."

"He can climb on walls as well." Laura added, seeing Peter laugh so wholeheartedly was . . . . impressive.

Laura couldn't help but wonder if she could be laughing like that someday.

"You, ok?" Peter questioned drawing her from her thoughts.

"Just thinking."

"About?"

"A fantasy."

"Um. . . ok." Peter said unsure of how to respond to the now somber Laura. Normally he would crack a joke but even he knew when to shut up, and he had a feeling that moment was one of those times.

An awkward silence (at least for Peter) ensued, so to end it Peter reached for the remote but halted his action. Would it be disrespectful and insensitive to just brush off whatever Laura was thinking about? It was obvious it wasn't a happy matter. It was most likely something that had to do with her past (he heard about the other students' past and most of them weren't happy ones) but did he really have a place to ask or talk about someone else's past?

After all, he was the one that lied about his and had multiple more lies ready if anyone started asking questions. He would be a hypocrite if he tried to bring Laura's up. But, at the same time, should that keep him from helping a friend?

A friend that gave him strange feelings.

Laura watched Peter become lost in thought and although she wasn't exactly sure what was going through his head (he was far more complex than most would think) she was sure it was something along the lines of him wondering if he should brush off whatever Laura was thinking about.

_'Always concerned about someone else.' _Laura couldn't but admire that trait about him. She also couldn't but wonder if she was getting easier to read or if it was just around Peter that she let her stoic mask crack. _'I'm getting soft.'_

Taking another glance at Peter whose hand was still halted halfway toward the remote, Laura couldn't help but let out a soft chuckle while slowly shaking her head.

"You're an idiot." was all she said before she grabbed the remote and pressed play.

* * *

><p><strong>AN: And done. **

**I hoped you like the Peter and Laura dialogue. I figured since it was so long since I've updated this story that you people deserved as much interaction as possible. But honestly now that I've read it I'm worried that it was boring.**

**Hopefully not.**

**Anyways, so like I said earlier, I've reread a few chapters and I developed things way to quickly between Peter and Laura without giving a real explanation as to why. So I decided to give one this chapter. I hope it fit well with her character. **

**Also from this point on Peter's going to enter what I like to call a "cooling period". In this "cooling period" Peter will slowly but surely start hanging out more and spending less time as Spider-man, but again it'll happen over time. Of course after that something will happen that will make him feel guilty again and throw himself in being Spider-man.**

**That being said, I'm finding it hard to think of things for Peter to do with the rest of students could do that would be fun for me to write and for you all to read. So, if any of you have any ideas please share. But don't forget Peter spends most of his time with, Laura, Kitty, Rogue, Jean, and Wanda.**

**Also, just to clear things up, there will be in no romance between Peter and any of the other girls beside Laura. Jean and Wanda will be like older sisters to him. Jean the good, perfect sister and Wanda the cool sister. Kitty will be like a little sister and he'll be more protective of her than anyone else. And with Rogue he'll probably have a good-natured sibling like rivalry with her. **

**That's it for now, I'll say more in future chapters.**

**Peace.**


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